| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Delaware | 16-0442930 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 7950 Jones Branch Drive, McLean, Virginia | 22107-0910 | |
| (Address of principal executive offices) | (Zip Code) |
| Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company o |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
In millions of dollars, except per share amounts
2010
2009
Change
$
1,322
$
1,378
(4
%)
1,104
1,212
(9
%)
$
218
$
166
31
%
$
43
$
49
(12
%)
$
117
$
77
51
%
$
0.49
$
0.34
44
%
$
0.49
$
0.34
44
%
In millions of dollars
2010
2009
Change
$
1,104
$
1,212
(9
%)
—
(7
)
***
—
40
***
$
1,104
$
1,245
(11
%)
In millions of dollars
2010
2009
Change
$
218
$
166
31
%
—
7
***
—
(40
)
***
$
218
$
133
64
%
In millions of dollars
2010
2009
(a)
Change
$
117
$
77
51
%
2
—
***
—
4
***
—
(25
)
***
$
119
$
57
110
%
(a)
Numbers do not sum due to rounding.
In millions of dollars
2010
2009
Change
$
1,322
$
1,378
(4
%)
1,104
1,245
(11
%)
$
218
$
133
64
%
$
43
$
49
(12
%)
$
119
$
57
110
%
First Quarter
2010
2009
Change
$
665,909
$
722,755
(8
%)
284,533
299,683
(5
%)
63,837
69,390
(8
%)
$
1,014,279
$
1,091,828
(7
%)
First Quarter
2010
2009
Change
$
335,348
$
368,227
(9
%)
117,424
121,238
(3
%)
213,137
233,290
(9
%)
$
665,909
$
722,755
(8
%)
U.S.
Newsquest
Total Constant
Publishing
(in pounds)
Currency
(3
%)
(10
%)
(4
%)
(11
%)
(20
%)
(15
%)
(23
%)
(1
%)
(17
%)
15
%
—
15
%
(8
%)
(13
%)
(10
%)
(9
%)
(13
%)
(10
%)
In thousands of dollars
Mar. 28,
2010
Dec. 27,
2009
$
432,785
$
432,648
230,000
230,000
1,119,000
1,381,000
306,293
306,260
246,454
246,304
57,000
56,684
163,329
162,531
246,598
246,524
$
2,801,459
$
3,061,951
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
Mar. 28,
2010
Dec. 27,
2009
(Unaudited)
$
104,148
$
98,795
(2010 — $49,343; 2009 — $46,255)
653,065
759,934
16,334
20,557
64,685
63,752
19,378
19,577
88,927
86,427
65,646
—
1,012,183
1,049,042
4,272,996
4,428,859
(2,416,357
)
(2,457,041
)
1,856,639
1,971,818
2,841,888
2,854,247
556,659
565,610
294,255
302,360
395,097
405,355
4,087,899
4,127,572
$
6,956,721
$
7,148,432
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
Mar. 28,
2010
Dec. 27,
2009
(Unaudited)
$
200,116
$
252,585
382,175
370,174
9,745
9,703
56,815
45,085
251,599
222,556
900,450
900,103
203,315
206,115
2,801,459
3,061,951
179,753
185,433
695,783
708,133
252,152
260,918
5,032,912
5,322,653
79,684
78,304
Authorized: 2,000,000 shares; Issued: none
—
—
Authorized: 800,000,000 shares;
Issued: 324,418,632 shares
324,419
324,419
623,932
629,714
6,432,241
6,324,586
(345,130
)
(316,832
)
7,035,462
6,961,887
(5,333,072
)
(5,357,962
)
1,702,390
1,603,925
141,735
143,550
1,844,125
1,747,475
$
6,956,721
$
7,148,432
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirteen Weeks Ended
March 28,
2010
March 29,
2009
% Inc
(Dec)
$
665,909
$
722,755
(7.9
)
284,533
299,683
(5.1
)
140,638
143,160
(1.8
)
167,488
143,490
16.7
63,837
69,390
(8.0
)
1,322,405
1,378,478
(4.1
)
748,559
839,004
(10.8
)
299,759
309,380
(3.1
)
47,941
55,736
(14.0
)
7,962
8,165
(2.5
)
1,104,221
1,212,285
(8.9
)
218,184
166,193
31.3
533
(2,689
)
***
(43,480
)
(48,912
)
(11.1
)
(523
)
2,457
***
(43,470
)
(49,144
)
(11.5
)
174,714
117,049
49.3
55,400
39,300
41.0
119,314
77,749
53.5
(2,135
)
(314
)
***
$
117,179
$
77,435
51.3
$
0.49
$
0.34
44.1
$
0.49
$
0.34
44.1
$
0.04
$
0.04
—
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirteen Weeks Ended
March 28,
2010
March 29,
2009
$
119,314
$
77,749
55,903
63,901
(3,575
)
(29,851
)
(533
)
2,689
12,943
6,092
108,135
55,468
292,187
176,048
(8,879
)
(18,878
)
(15,164
)
(5,079
)
(2,716
)
(2,827
)
5,834
6,861
5,194
5,259
(15,731
)
(14,664
)
(262,000
)
547,000
—
(66,897
)
(9,493
)
(91,224
)
638
—
(270,855
)
388,879
(248
)
(157
)
5,353
550,106
98,795
98,949
$
104,148
$
649,055
March 28, 2010
December 27, 2009
Accumulated
Accumulated
(in thousands of dollars)
Gross
Amortization
Gross
Amortization
$
2,841,888
—
$
2,854,247
—
108,444
—
110,319
—
255,304
—
255,304
—
311,426
148,662
311,840
141,902
59,553
29,406
58,329
28,280
(in thousands of dollars)
Publishing
Digital
Broadcasting
Total
$
7,677,800
$
670,976
$
1,618,429
$
9,967,205
(7,086,958
)
(26,000
)
—
(7,112,958
)
590,842
644,976
1,618,429
2,854,247
1,476
8,744
—
10,220
(4,211
)
—
—
(4,211
)
(13,405
)
(5,035
)
72
(18,368
)
(16,140
)
3,709
72
(12,359
)
7,502,711
674,685
1,618,501
9,795,897
(6,928,009
)
(26,000
)
—
(6,954,009
)
$
574,702
$
648,685
$
1,618,501
$
2,841,888
Mar. 28,
Dec. 27,
In thousands of dollars
2010
2009
$
432,785
$
432,648
230,000
230,000
1,119,000
1,381,000
306,293
306,260
246,454
246,304
57,000
56,684
163,329
162,531
246,598
246,524
$
2,801,459
$
3,061,951
Thirteen Weeks Ended
Mar. 28,
Mar. 29,
(in millions of dollars)
2010
2009
$
4.1
$
4.3
43.1
45.7
(47.7
)
(43.5
)
1.6
0.6
11.1
12.3
12.2
19.4
—
(39.8
)
1.3
1.3
$
13.5
$
(19.1
)
Thirteen Weeks Ended
Mar. 28,
Mar. 29,
(in millions of dollars)
2010
2009
$
0.4
$
0.4
2.8
3.5
(4.8
)
(3.9
)
1.2
1.4
$
(0.4
)
$
1.4
Gannett Co., Inc.
Shareholders’
Noncontrolling
(in thousands of dollars)
Equity
Interest
Total Equity
$
1,603,925
$
143,550
$
1,747,475
117,179
2,135
119,314
(income not available to shareholders)
—
(1,380
)
(1,380
)
(28,298
)
(2,570
)
(30,868
)
(9,524
)
—
(9,524
)
12,943
—
12,943
5,132
—
5,132
1,033
—
1,033
$
1,702,390
$
141,735
$
1,844,125
Gannett Co., Inc.
Shareholders’
Noncontrolling
(in thousands of dollars)
Equity
Interest
Total Equity
$
1,055,882
$
118,806
$
1,174,688
77,435
314
77,749
(income not available to shareholders)
—
(1,285
)
(1,285
)
6,512
(3,018
)
3,494
(9,221
)
—
(9,221
)
6,092
—
6,092
12,895
—
12,895
2,603
—
2,603
$
1,152,198
$
114,817
$
1,267,015
Thirteen Weeks Ended
Mar. 28,
Mar. 29,
(in thousands of dollars)
2010
2009
$
119,314
$
77,749
(income not available to shareholders)
(1,380
)
(1,285
)
(43,591
)
(14,291
)
12,723
17,785
(30,868
)
3,494
87,066
79,958
(1,815
)
(3,989
)
$
88,881
$
83,947
Fair Value Measurements as of
March 28, 2010
Level 1
Level 2
Level 3
Total
$
22,181
$
—
$
—
$
22,181
$
25,837
$
—
$
—
$
25,837
$
—
$
—
$
23,457
$
23,457
Thirteen weeks ended
March 28,
March 29,
% Inc
(unaudited, in thousands of dollars)
2010
2009
(Dec)
$
1,014,279
$
1,091,828
(7.1
)
140,638
143,160
(1.8
)
167,488
143,490
16.7
$
1,322,405
$
1,378,478
(4.1
)
$
165,587
$
137,163
20.7
3,350
(1,200
)
***
68,495
44,146
55.2
(19,248
)
(13,916
)
38.3
$
218,184
$
166,193
31.3
$
35,618
$
42,155
(15.5
)
8,077
9,091
(11.2
)
8,193
8,603
(4.8
)
4,015
4,052
(0.9
)
$
55,903
$
63,901
(12.5
)
Thirteen Weeks Ended
Mar. 28,
Mar. 29,
(in thousands except per share amounts)
2010
2009
$
117,179
$
77,435
237,447
229,570
1,606
486
1,560
895
240,613
230,951
$
0.49
$
0.34
$
0.49
$
0.34
For
Withhold
155,919,994
5,363,211
159,100,919
2,182,286
154,876,920
6,404,286
159,202,024
2,081,181
154,830,532
6,452,673
159,110,011
2,173,194
154,844,998
6,438,207
158,864,138
2,419,068
159,069,687
2,213,518
141,376,743
19,906,462
Broker
For
Against
Abstain
Non-Vote
191,981,480
2,002,506
113,877
- 0 -
Broker
For
Against
Abstain
Non-Vote
129,142,915
30,967,083
1,173,207
32,814,658
Date: May 4, 2010
GANNETT CO., INC.
/s/ George R. Gavagan
George R. Gavagan
Vice President and Controller
(on behalf of Registrant and as Chief Accounting Officer)
Exhibit
Number
Exhibit
Location
3-1
Incorporated by
reference to Exhibit
3.1 to Gannett Co.,
Inc.’s Form 10-Q for
the fiscal quarter
ended April 1, 2007.
3-2
Incorporated by
reference to Exhibit
3-2 to Gannett Co.,
Inc.’s Form 8-K filed
on December 19, 2008.
3-3
Incorporated by
reference to Exhibit
1 to Gannett Co.,
Inc.’s Form 8-A filed
on May 23, 1990.
4-1
Incorporated by
reference to Exhibit
1 to Gannett Co.,
Inc.’s Form 8-A filed
on May 23, 1990.
4-2
Incorporated by
reference to Exhibit
2 to Gannett Co.,
Inc.’s Form 8-A/A
filed on May 2, 2000.
4-3
Incorporated by
reference to Exhibit
1 to Gannett Co.,
Inc.’s Form 8-A filed
on May 23, 1990.
4-4
Incorporated by
reference to Exhibit
2 to Gannett Co.,
Inc.’s Form 8-B filed
on June 14, 1972.
10-1
Attached.
10-2
Attached.
10-3
Attached.
31-1
Attached.
31-2
Attached.
32-1
Attached.
32-2
Attached.
Exhibit
Number
Exhibit
Location
101
Attached.
*
Asterisks identify management contracts and compensatory plans or arrangements.
|
Article 1. Establishment, Objectives, and Duration
|
1 | |||
|
Article 2. Definitions
|
1 | |||
|
Article 3. Administration
|
4 | |||
|
Article 4. Shares Subject to the Plan and Maximum Awards
|
4 | |||
|
Article 5. Eligibility and Participation
|
6 | |||
|
Article 6. Stock Options
|
6 | |||
|
Article 7. Stock Appreciation Rights
|
7 | |||
|
Article 8. Restricted Stock/Stock Awards
|
9 | |||
|
Article 9. Performance Units, Performance Shares, and Cash-Based Awards
|
9 | |||
|
Article 10. Performance Measures
|
10 | |||
|
Article 11. Beneficiary Designation
|
11 | |||
|
Article 12. Deferrals
|
12 | |||
|
Article 13. Rights of Employees/Directors
|
12 | |||
|
Article 14. Termination of Employment/Directorship
|
12 | |||
|
Article 15. Change in Control
|
12 | |||
|
Article 16. Amendment, Modification, Termination and Tax Compliance
|
14 | |||
|
Article 17. Withholding
|
15 | |||
|
Article 18. Successors
|
15 | |||
|
Article 19. General Provisions
|
16 |
- i -
- 2 -
- 3 -
- 4 -
| (a) |
Stock Options
: The maximum aggregate number of Shares that may be granted in the
form of Stock Options, pursuant to any Award granted in any one fiscal year to any one
Participant shall be one million (1,000,000).
|
| (b) |
SARs
: The maximum aggregate number of Shares that may be granted in the form of
Stock Appreciation Rights, pursuant to any Award granted in any one fiscal year to any
one Participant shall be one million (1,000,000).
|
| (c) |
Restricted Stock/Stock Awards
: The maximum aggregate grant of Shares with respect
to Awards of Restricted Stock or Stock Awards granted in any one fiscal year to any one
Participant shall be five hundred thousand (500,000).
|
| (d) |
Restricted Stock Units, Performance Shares, Performance Units and Cash-Based
Awards
: The maximum aggregate grant with respect to Awards of Performance Shares or
Restricted Stock Units made in any one fiscal year to any one Participant shall be equal
to the value of five hundred thousand (500,000) Shares; and the maximum aggregate amount
awarded with respect to Cash-Based Awards or Performance Units to any one Participant in
any one fiscal year may not exceed ten million dollars ($10,000,000).
|
- 5 -
- 6 -
| (a) |
Incentive Stock Options
. No ISO granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all ISOs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such Participant.
|
| (b) |
Nonqualified Stock Options
. Except as otherwise provided in a Participant’s Award
Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a Participant’s Award
Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable
during his or her lifetime only by such Participant or such Participant’s legal
representative.
|
- 7 -
| (a) |
The excess of the Fair Market Value of a Share on the date of exercise over the
grant price; by
|
||
| (b) |
The number of Shares with respect to which the SAR is exercised.
|
- 8 -
- 9 -
| (a) |
Earnings per share (basic or diluted);
|
||
| (b) |
Income before income taxes;
|
- 10 -
| (c) |
Income from continuing operations;
|
||
| (d) |
Net income or net income attributable to Gannett Co., Inc.;
|
||
| (e) |
Operating income;
|
||
| (f) |
Cash flow from operating activities, operating cash flow (defined as operating
income plus non-cash charges for depreciation, amortization and impairment of operating
assets) or free cash flow;
|
||
| (g) |
EBITDA, or net income attributable to Gannett Co., Inc., before interest, taxes,
depreciation/amortization;
|
||
| (h) |
Return measures (including, but not limited to, return on assets, equity, capital
or investment);
|
||
| (i) |
Cash flow return on investments, which equals net cash flows divided by owner’s
equity;
|
||
| (j) |
Internal rate of return or increase in net present value;
|
||
| (k) |
Dividend payments;
|
||
| (l) |
Gross revenues;
|
||
| (m) |
Gross margins;
|
||
| (n) |
Operating measures such as trends in digital metrics, circulation, television
ratings and advertising measures;
|
||
| (o) |
Internal measures such as achieving a diverse workforce;
|
||
| (p) |
Share price (including, but not limited to, growth measures and total shareholder
return) and market value;
|
||
| (q) |
Debt (including, but not limited to, measures such as debt (book value or face
value) outstanding and debt to earnings before interest, taxes, depreciation and
amortization); and
|
||
| (r) |
Any of the above measures compared to peer or other companies.
|
- 11 -
| (a) |
Any and all Options and SARs granted hereunder shall become fully exercisable
during their remaining term; and
|
| (b) |
Any restriction periods and restrictions imposed on Restricted Stock that are not
performance-based shall lapse; and
|
| (c) |
The target payout opportunities attainable under all outstanding Awards of
performance-based Restricted Stock, Performance Units and Performance Shares shall be
deemed to have been fully earned for the entire Performance
Period(s) as of the effective date of the Change in Control. The vesting of all such
Awards denominated in Shares shall be accelerated as of the effective date of the Change
in Control and shall be paid out to Participants within thirty (30) days following the
effective date of the Change in Control, based upon an assumed achievement of all
relevant target performance goals (such payment shall be in full satisfaction of the
Award). Such Awards denominated in cash shall be paid to Participants in cash within
thirty (30) days following the effective date of the Change in Control, based on an
assumed achievement of all relevant target performance goals (such payment shall be in
full satisfaction of the Award). Restricted Stock Units shall be fully vested as of the
effective date of the Change in Control, and the full value of such an Award shall be
paid out to Participants within thirty (30) days following the effective date of the
Change in Control. Notwithstanding the foregoing, this provision shall only apply to a
Section 409A Award if the Change in Control also constitutes a change in ownership or
effective control of the
|
- 12 -
|
Company or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Section 409A.
|
| (a) |
Intention of Section 15.3
: The acceleration or payment of Awards could, in certain
circumstances, subject the Participant to the excise tax provided under Section 4999 of
the Code. It is the object of this Section 15.3 to enable each Participant to retain in
full the benefits of the Plan and to provide for the maximum after-tax income to each
Participant. Accordingly, the Company will determine, before any payments are made on
Awards governed by Section 15.1, which of two alternative forms of acceleration will
maximize the Participant’s after-tax proceeds, and must notify the Participant in writing
of its determination. The first alternative is the payment in full of all Awards governed
by Section 15.1 and any other payments or benefits potentially subject to the excise tax
under Section 4999. The second alternative is the payment of only a part of the
Participant’s Awards (but taking into account any other payments or benefits potentially
subject to the excise tax under Section 4999) so that the Participant receives the
largest payment and benefits possible without causing an excise tax to be payable by the
Participant under Section 4999 of the Code. This second alternative is referred to in
this Section as “Limited Vesting”.
|
| (b) |
Limitation on Participant’s Rights
: The Participant’s Awards shall be paid only to
the extent permitted under the alternative determined by the Company to maximize the
Participant’s after-tax proceeds, and the Participant shall have no rights to any greater
payments on his or her Awards. For purposes of this determination, the Company shall take
into account any rights or benefits the Participant has under another plan or agreement.
|
| (c) |
Determination to be Conclusive
: The determination of whether Limited Vesting is
required and the application of the rules in Section 15.4 shall initially be made by the
Company in its sole discretion and any such determination shall be conclusive and binding
on the Participant unless the Participant proves that it is clearly erroneous. In the
latter event, such determination shall be made by the Company in its sole discretion.
|
| (d) |
Section 409A Awards:
This Section 15.3 and Section 15.4 shall not apply to or
affect a Section 409A Award, including without limitation the payment, vesting or timing
of payment of a Section 409A Award.
|
- 13 -
| (a) |
all Options or SARs that were accelerated pursuant to Section 15.1(a) shall be
deemed paid first;
|
| (b) |
all awards of Performance Units, Performance Shares and performance-based
Restricted Stock and Cash Awards shall then be deemed paid; and
|
| (c) |
finally, all awards of Restricted Stock and Restricted Stock Units that are not
performance-based shall be deemed paid.
|
- 14 -
| • |
Any provision of the Plan that would conflict with the requirements of a
Section 409A Award shall not apply to a Section 409A Award.
|
| • |
Any adjustment or modification to an Award shall be made in compliance with
Section 409A (e.g., any adjustment to an Option or SAR under Section 4.2 shall be made
in accordance with the requirements of Section 409A).
|
| • |
For Section 409A Awards, all rights to amend, terminate or modify the Plan or any
Award are subject to the requirements and limitations of Section 409A.
|
| • |
For Section 409A Awards, any payment or distribution that is triggered upon
termination or cessation of employment or a comparable event shall be interpreted
consistent with the definition of “separation from service” within the meaning of
Treasury Regulation Section 1.409A-1(h).
|
| • |
With respect to amounts payable under a Section 409A Award, in the event that a
Participant is a “specified employee” as defined in Section 409A, any amount that is
payable in connection with the Participant’s separation from service shall not be paid
prior to the date which is six months after the date the Participant separates from
service (or, if earlier, the date the Participant dies). A Participant who is subject to
the restriction described in the previous sentence shall be paid on the first day of the
seventh month after the Participant’s separation from service an amount equal to the
benefit that the Participant would have received during such six month period absent the
restriction.
|
- 15 -
| (a) |
Determine which Affiliates and Subsidiaries will be covered by the Plan or relevant
subplans;
|
| (b) |
Determine which Employees employed outside the United States are eligible to become
Participants in the Plan;
|
| (c) |
Modify the terms and conditions of any Award granted to Participants who are
employed outside the United States;
|
| (d) |
Establish subplans, modified exercise procedures, and other terms and procedures to
the extent such actions may be necessary, advisable or convenient, or to the extent
appropriate to provide maximum flexibility for the Participant’s financial planning. Any
subplans and modifications to the Plan terms or procedures established under this
Section 19.8 by the Committee shall be filed with the Plan document as Appendices; and
|
| (e) |
Take any action, before or after an Award is made, which the Committee deems
advisable to obtain, comply with, or otherwise reflect any necessary governmental
regulatory procedures, exemptions or approvals, as they may affect this Plan, any
subplan, or any Participant.
|
- 16 -
- 17 -
Exhibit 10-3
GANNETT CO., INC.
TRANSITIONAL COMPENSATION PLAN
As Amended and Restated August 7, 2007
Amendment No. 1
Pursuant to Section 17 of the Transitional Compensation Plan (as Amended and Restated August 7, 2007) (the “Plan”), the Board of Directors (the “Board”) of Gannett Co., Inc. (the “Company”) hereby amends the Plan as follows:
1. Section 6(a) of the Plan is hereby amended by adding the following provision to the end thereof:
However, notwithstanding subsection 6(a)(iii), effective with respect to any person who becomes a Participant on or after April 15, 2010, benefits shall be payable upon a termination of employment by the Participant only for Good Reason and not upon termination by the Participant during the Window Period.
2. Section 7(b)(vi) of the Plan is hereby renumbered as 7(b)(vi)(A) and the following in inserted thereafter as Section 7(b)(vi)(B):
(B) With respect to any person who becomes a Participant on or after April 15, 2010, this subsection, and not subsection 7(b)(vi)(A), shall apply. It is the object of this subsection to enable each such Participant to retain in full the benefits of the Plan and to provide for the maximum after-tax income to such Participant. Accordingly, before any Payments are made under this Plan, a determination will be made as to which of two alternatives will maximize such Participant’s after-tax proceeds, and the Company must notify the Participant in writing of such determination. The first alternative is the payment in full of all Payments potentially subject to the Excise Tax. The second alternative is the payment of only a part of the Participant’s Payments so that the Participant receives the largest payment and benefits possible without causing the Excise Tax to be payable by the Participant. This second alternative is referred to in this subsection as “Limited Payment”. The Participant’s Payments shall be paid only to the extent permitted under the alternative determined to maximize the Participant’s after-tax proceeds, and the Participant shall have no rights to any greater payments on his or her Payments. If Limited Payment applies, then Payments shall be reduced in the following order:
First, any reductions in Payments made in accordance with Sections 15.3 and 15.4 of the Company’s 2001 Omnibus Incentive Plan
1
- 2 -
(Amended and Restated as of May 4, 2010) (the “Omnibus Plan”) shall be taken into account.
Second, payment of the severance amount under Section 7(b)(ii) hereof shall be reduced.
Third, payment of the pro rata bonus under Section 7(b)(i)(B) hereof shall be reduced.
Fourth, payment of the severance amount under Section 7(b)(v) hereof shall be reduced.
The foregoing notwithstanding, no reduction in a Payment shall be made to the extent such reduction would result in the Participant incurring an additional tax under Section 409A of the Code. In the event of conflict between the order of reduction under this Plan and the order provided by any other Company document governing a Payment, then the order under this Plan shall control.
All determinations required to be made under this Section 7(b)(vi)(B) shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Participant within ten (10) business days of the termination of employment giving rise to benefits under the Plan, or such earlier time as is requested by the Company. All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. In the event the Accounting Firm determines that the Payments shall be reduced, it shall furnish the Participant with a written opinion to such effect. The determination by the Accounting Firm shall be binding upon the Company and the Participant.
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of May 4, 2010.
GANNETT CO., INC.
By: /s/ Roxanne V. Horning
Title: Senior Vice President/Human Resources
2
| 1. | I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Craig A. Dubow
Chairman and Chief Executive Officer (principal executive officer) |
| 1. | I have reviewed this quarterly report on Form 10-Q of Gannett Co., Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/s/ Gracia C. Martore
President, Chief Operating Officer and Chief Financial Officer (principal financial officer) |
|
/s/ Craig A. Dubow
Chairman and Chief Executive Officer (principal executive officer) |
|
/s/ Gracia C. Martore
President, Chief Operating Officer and Chief Financial Officer (principal financial officer) |