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):  December 1, 2016

 

GANNETT CO., INC.

(Exact name of registrant as specified in charter)

 

Delaware   1-36874   47-2390983
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

7950 Jones Branch Drive
McLean, Virginia, 22107-0910

(Address of principal executive offices)

 

(703) 854-6000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing 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))

 

 

 

 

 

 
 

 

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

 

On November 29, 2016, the Board of Directors of Gannett Co., Inc. (“Gannett”) approved an amendment (the “Amendment”) to the Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (the “Plan”). The Amendment modifies the Plan to permit directors of Gannett to elect to defer fees paid in the form of restricted stock units or shares of restricted stock. A director who makes such an election will receive, in lieu of an award of restricted stock units or shares of restricted stock, a credit equal to the value of the award, determined at the time of the award. The credit will be deemed invested in units representing Gannett common stock in the separate Gannett stock fund under the Plan for the duration of the deferral period specified in the Plan. The Amendment became effective on December 1, 2016.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

 

Item 9.01 Financial Statements and Exhibits.

  

(d)          Exhibits.

 

Exhibit No.   Description
     
10.1   Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 1, dated as of December 1, 2016.

 

 

 

 

 

 

 

 

 

 

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SIGNATURE

 

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

 

 

    Gannett Co., Inc.
     
Date: December 2, 2016 By: /s/ Barbara W. Wall
    Barbara W. Wall
    Senior Vice President and Chief Legal Officer

 

 

 

 

 

 

 

 

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INDEX TO EXHIBITS

 

Exhibit No.   Description
     
10.1   Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 1, dated as of December 1, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.1

GANNETT CO., INC.

2015 DEFERRED COMPENSATION PLAN

RULES FOR POST-2004 DEFERRALS

Amendment No. 1

 

Effective December 1, 2016, Gannett Co., Inc. hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (the “Plan”), as follows:

 

1. The Plan is amended by adding the following new Section 2.12A after the current Section 2.12:

 

2.12A Deferrals of Restricted Stock or Restricted Stock Units by Directors made on or after December 1, 2016

Effective for Director deferrals made on or after December 1, 2016, a Director whose fees for a Term may be paid in the form of Restricted Stock or Restricted Stock Units may elect to defer such Restricted Stock or Restricted Stock Units in accordance with such guidelines and restrictions as may be established by the Committee and in accordance with the general terms of this Plan and Section 409A, subject to the following, which shall supersede any provision in the Plan to the contrary with respect to such deferrals:

(a) An election to defer Restricted Stock or Restricted Stock Units must be made in accordance with Section 2.5 of the Plan and Section 409A. The deferral election may be made for all or a portion of the Restricted Stock or Restricted Stock Units that would have otherwise been awarded.
(b) An election to defer Restricted Stock or Restricted Stock Units shall constitute a direction by the Director to have the Company, in lieu of currently issuing shares of Restricted Stock or an award of Restricted Stock Units, defer under this Plan an amount equal to the value of the Restricted Stock or Restricted Stock Units subject to the election as determined at the time of the award. The Restricted Stock or Restricted Stock Units deferred by a Director under this Plan for a Term shall be credited as units of stock to a separate sub-account within the Director’s Deferred Compensation Account. The vesting rules that would have applied to the Restricted Stock or Restricted Stock Unit award that was deferred under the Plan shall apply to the sub-account attributable to such award.

 

 
 

 

(c) Restricted Stock or Restricted Stock Units deferred under the Plan shall be deemed invested in the Gannett stock fund during the entire deferral period and the Director shall not have the right to reallocate such deemed investment to any of the other investment options otherwise available under the Plan.
(d) At the time an election to defer Restricted Stock or Restricted Stock Units is made, the Director shall elect the time and form of payment of such deferral and earnings thereon in accordance with Section 2.9 of the Plan. Payments shall be made in shares of Company common stock.
(e) Any portion of a Director’s Deferred Compensation Account attributable to deferred Restricted Stock or Restricted Stock Units, whether or not vested, shall not be available for early withdrawal under Section 2.9(g) of the Plan.
2. Except to the extent amended herein, the Plan remains in full force and effect.

 

IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of December 1, 2016.

  GANNETT CO., INC.  
       
       
  By: /s/ Barbara W. Wall  
  Name:  Barbara W. Wall  
  Title: Senior Vice President and Chief Legal Officer