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  
       





Exhibit 99.1



Gannett Announces Elimination of the CEO Position for the Operating Company
and the Departure of Paul Bascobert

MCLEAN, VA June 18, 2020 – Gannett Co., Inc. (“Gannett”, the “Company”) (NYSE: GCI) announced today that the Board of Directors (“The Board”) has decided to streamline the operating structure of the Company by eliminating the position of CEO of the operating company, Gannett Media Corp (“Gannett Media”). Given this decision, the Board and Paul Bascobert have mutually agreed for Mr. Bascobert to terminate his employment with the Company. Mr. Bascobert’s departure is not the result of any inappropriate action by Mr. Bascobert, any violation of company policy, any accounting irregularity or any material deterioration in the business of the Company.

Michael Reed, Chairman and Chief Executive Officer of Gannett, has assumed Mr. Bascobert’s responsibilities. While the Board does not intend to conduct a search to fill the role of Chief Executive Officer of Gannett Media, the Board does remain focused on attracting and retaining individuals whose skills and diversity will contribute to the Company’s digital transformation.

“The Board and I would like to thank Paul for his contributions during such an important period for our Company. Paul made a significant impact, helping to integrate the two companies, navigate through this current pandemic and lay the groundwork for our revenue transformation,” said Mr. Reed. “The Board remains committed to our plans for continued integration and transformation.”

“I am proud of the progress Gannett has made in bringing together two great media companies. It is a terrific team with a bright future,” said Mr. Bascobert. “I remain committed to the importance of journalism in our country and wish nothing but great success for Gannett.”

About Gannett
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused media and marketing solutions company committed to the communities in our network and helping them build relationships with their local businesses. With an unmatched reach at the national and local level, Gannett touches the lives of millions with our Pulitzer-Prize winning content, consumer experiences and benefits, and advertiser products and services. Our portfolio includes the USA TODAY, local media organizations in 46 states in the U.S. and Guam, and Newsquest, a wholly owned subsidiary with over 140 local media brands operating in the United Kingdom. Gannett also owns the digital marketing services companies ReachLocal, Inc., UpCurve, Inc., and WordStream, Inc. and runs the largest media-owned events business in the U.S., GateHouse Live. Effective November 20, 2019, following the completion of its merger with Gannett, New Media Investment Group Inc. trades on the New York Stock Exchange under Gannett Co., Inc. and its ticker symbol has changed to “GCI”. To connect with us, visit www.gannett.com..

Contact:
Ashley Higgins, Gannett Investor Relations
investors@gannett.com
(212) 479-3160
or
Media:
Stephanie Tackach, Sr. Director, Corporate Communications
stackach@gannett.com / pr@gannett.com

Source: Gannett Co., Inc.