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): November 9, 2017

 

 

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) 		  (IRS Employer 
Identification No.)

7950 Jones Branch Drive, McLean, Virginia, 22107-0910

(Address of principal executive offices, including zip code)

(703) 854-6000

(Registrant’s telephone number, including area code)

N/A

(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))

 

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 November 13, 2017, Gannett Co., Inc. (the “Company”) announced an organizational change to align with the Company’s refreshed business strategy, which focuses on two primary businesses: marketing solutions and consumer. Among other matters, the reorganization included:

· The appointment of Sharon T. Rowlands (age 59) as President, USA TODAY NETWORK Marketing Solutions, to lead the marketing solutions business. In her new role, Ms. Rowlands will be responsible for strengthening and growing our business-to-business segment. She also will retain her position as Chief Executive Officer of ReachLocal, Inc. Ms. Rowlands has served as Chief Executive Officer of ReachLocal, Inc. since April 2014. Before then, she served as Chief Executive Officer of Altegrity from 2011 to 2014, as Chief Executive Officer of Penton Media from 2008 to 2011, and as Chief Executive Officer and President of Thomson Financial from 2005 to 2008.

In connection with her appointment as President, USA TODAY NETWORK Marketing Solutions, the Executive Compensation Committee approved certain enhancements to Ms. Rowlands’s compensatory arrangements with the Company, including base salary, annual incentive target and long-term incentive target compensation. Those changes are memorialized in Amendment No. 1 to the Letter Agreement, dated August 2, 2016, between the Company and Ms. Rowlands, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

· The appointment of Maribel Perez Wadsworth (age 44) as President, USA TODAY NETWORK, to lead the consumer business. In her new role, Ms. Wadsworth will be responsible for strategy and operations for the Company’s portfolio of media brands, including USA TODAY and more than 100 local news and niche content brands. In addition, she will become associate publisher of USA TODAY as part of the transition associated with the previously reported departure of John Zidich, our President, U.S. Domestic Publishing, anticipated to occur in April 2018. Before her appointment as President, USA TODAY NETWORK, Ms. Wadsworth served as the Company’s Senior Vice President and Chief Transformation Officer since January 2017, and before that served as the Company’s Senior Vice President and Chief Strategy Officer since our spin-off in June 2015. Prior to the spin-off, she served as Vice President, Strategic Initiatives, U.S. Community Publishing from 2014 to 2015, and as Vice President, Audience Development and Engagement, U.S. Community Publishing from 2012 to 2014.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d)  Exhibits  
     
  Exhibit 10.1 Amendment No. 1 to Letter Agreement, dated August 2, 2016, between Gannett Co., Inc. and Sharon T. Rowlands.

 

 

 

 

 

SIGNATURES

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

 

             
        Gannett Co., Inc.
       
Date: November 13, 2017       By:  

/s/ Barbara W. Wall

            Barbara W. Wall
            Senior Vice President and Chief Legal Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

GANNETT

Dave Harmon

Chief People Officer

 

November 9, 2017

 

Sharon T. Rowlands

President, USA TODAY NETWORK Marketing Solutions and

Chief Executive Officer, ReachLocal, Inc.

21700 Oxnard Street, Suite 1600

Woodland Hills, California 91367

 

RE : Amendment No. 1 to Letter Agreement

 

Dear Sharon,

 

Congratulations on your appointment as President, USA TODAY NETWORK Marketing Solutions of Gannett Co. Inc. (“ Gannett ”). In light of your appointment and increased responsibilities, the Executive Compensation Committee of Gannett’s Board of Directors has approved certain changes to the compensation that Gannett provides to you. We are pleased to memorialize these changes in this letter, which shall serve as Amendment No. 1 to the Letter Agreement dated August 2, 2016 between Gannett and you (the “ Letter Agreement ”).

 

Position: President, USA TODAY NETWORK Marketing Solutions and Chief Executive Officer, ReachLocal, Inc.

 

Effective Date : November 9, 2017

 

Base Salary: $610,000

 

Annual Bonus : You will be eligible to participate in an annual cash incentive plan for 2018 contingent upon your performance and company performance, as well as the availability of funds in the bonus pool. Your target annual bonus percentage is  80% of your base salary .

 

Long-Term Incentive : You will be eligible for an annual long-term incentive compensation grant at a target level commensurate with your position, subject to the terms and guidelines in place at the time of grant and as determined and approved by the Executive Compensation Committee of Gannett’s Board of Directors. The long-term incentive awards will be subject to the terms and conditions of the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan and the pertinent award agreements, which will be provided to you when the awards are granted.

 

Except as expressly provided in this letter, all of the terms and provisions of the Letter Agreement are and will remain in full force and effect. In addition, nothing in this letter is intended to amend or modify your current participation in any of Gannett’s other benefit plans and compensation programs.

 

To indicate your acceptance of the terms and conditions set forth in this letter, please sign and date this letter below and return it to me.

 

Sincerely,

 

 

/s/ Dave Harmon                             
Dave Harmon, Chief People Officer

 

ACCEPTED AND AGREED this 9th day of November, 2017:

 

 

/s/ Sharon T. Rowlands               
Sharon T. Rowlands