UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2020 (June 18, 2020)


Gannett Co., Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-36097
38-3910250
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

7950 Jones Branch Drive
McLean, VA 22107-0910
703-854-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
   GCI
  
New York Stock Exchange
Preferred Stock Purchase Rights
   N/A
   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2020, Paul J. Bascobert, the Chief Executive Officer of Gannett Media Corp. (the “Company”), a wholly owned subsidiary of Gannett Co., Inc., departed from his position with the Company.  Mr. Bascobert is eligible to receive the payments and other benefits applicable to a termination without cause under the Company’s 2015 Change in Control Severance Plan and his Offer Letter with the Company, dated August 4, 2019. 

Gannett Co., Inc. issued a press release regarding Mr. Bascobert’s departure, which is attached hereto as Exhibit 99.1.

ITEM 9.01
Financial Statements and Exhibits

(d)
Exhibits
   
99.1 Press release
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  GANNETT CO., INC.  
       
Date:  June 18, 2020
By:
  /s/ Michael E. Reed  
    Name: Michael E. Reed  
    Title: Chairman and Chief Executive Officer