On behalf of the Board of Directors of Gannett Co., Inc. (“Gannett” or the “Company”), I cordially invite you to attend the Annual Meeting of Stockholders of Gannett Co., Inc. (the “Annual Meeting”) on Monday, June 8, 2020, at 8:00 a.m., Eastern Time, at Gannett Headquarters, 7950 Jones Branch Drive, McLean, VA 22107-0150. Although we intend to hold our Annual Meeting in person, we are monitoring the protocols that federal, state and local governments may recommend or require in light of the evolving coronavirus (COVID-19) outbreak. The health and well-being of our employees and our stockholders are paramount. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a virtual-only format over the Internet. Any such changes regarding the Annual Meeting will be announced in a press release and the filing of additional proxy materials with the U.S. Securities and Exchange Commission. Please monitor our website at https://investors.gannett.com/annualmeeting for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

The matters to be considered by the stockholders of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at the Annual Meeting are described in detail in the accompanying materials. After consulting with outside experts and advisors, the Board decided to strengthen the Company’s approach to governance and is proposing several changes to the Company’s Bylaws, which will enhance stockholder rights and increase the Board’s accountability. Implementation of these provisions requires stockholder approval, and every vote matters.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE THE PROXY ELECTRONICALLY OR BY PHONE AS DESCRIBED ON YOUR PROXY CARD AND UNDER “HOW TO VOTE” IN THIS PROXY STATEMENT, OR PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING. Returning or completing the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares.

PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND BE ABLE TO VOTE AT THE ANNUAL MEETING: All stockholders may vote in person at the Annual Meeting. In addition, any stockholder may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. You must take the following steps in order to be able to attend and vote at the Annual Meeting: (a) if you are not the holder of record, obtain a legal proxy from your broker, bank or other holder of record and present this legal proxy to the inspector of elections at the Annual Meeting along with your ballot; (b) contact our Investor Relations department at investors@gannett.com or (212) 479-3160 to obtain an admission card and present this admission card to the inspector of elections at the Annual Meeting; and (c) present an acceptable form of photo identification, such as a driver’s license or passport, to the inspector of elections at the Annual Meeting.

This Proxy Statement is furnished in connection with the solicitation by our Board of proxies for use at the Annual Meeting and at any adjournment or postponement thereof. The expense of preparing, printing and mailing the proxy materials and the proxies solicited hereby will be borne by the Company.

Following the mailing of this Proxy Statement and other proxy materials, we and/or our agents may also solicit proxies by mail, telephone, electronic transmission, including email, or in person. In addition to the use of the mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise.

Following the mailing of this Proxy Statement and other proxy materials, we will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held as of the record date, and will provide reimbursement for the cost of forwarding the material.

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885, collect at (212) 929-5500 or at proxy@mackenziepartners.com.

As of April 16, 2020, there were 132,058,367 shares of our Common Stock outstanding and entitled to vote. Each share of our Common Stock entitles the holder to one vote on each proposal included herein. Stockholders of record at the close of business on April 16, 2020 (the “Record Date”) are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

A stockholder list will be available for examination by Gannett stockholders during the Annual Meeting and at the office of the Company at 7950 Jones Branch Drive, McLean, VA 22107-0150, during ordinary business hours throughout the ten-day period prior to the Annual Meeting for any purpose germane to the meeting.

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company LLC, you are considered the stockholder of record with respect to those shares, and the printed proxy materials were sent directly to you by the Company.

Street Name Holders. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization (which is referred to as holding shares in “street name”), then the broker or other nominee is considered the stockholder of record for purposes of voting at the Annual Meeting, and the printed proxy materials will be forwarded to you by the broker/nominee. You, as the beneficial owner of the shares, have the right to instruct your broker/nominee on how to vote the shares held in your account. If you wish to attend the Annual Meeting, you must take the following steps: (a) if you are not the holder of record, obtain a legal proxy from your broker, bank or other holder of record and present this legal proxy to the inspector of elections at the Annual Meeting along with your ballot, (b) contact our Investor Relations department at investors@gannett.com or (212) 479-3160 to obtain an admission card and present this admission card to the inspector of elections at the Annual Meeting and (c) present an acceptable form of photo identification, such as a driver’s license or passport, to the inspector of elections at the Annual Meeting.

If you properly provide your proxy in time to be voted at the Annual Meeting, it will be voted as you specify unless it is properly revoked prior thereto. If you properly provide your proxy but do not include your voting specifications, the shares of Common Stock represented by the proxy will be voted in accordance with the recommendations of the Board, as described in this Proxy Statement.

If any other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, we are not aware of any other matter to be raised at the Annual Meeting.

In order for the Company to conduct the Annual Meeting, the holders of a majority of the outstanding shares entitled to vote as of the Record Date must be present in person or represented by proxy (a “quorum”). If you have

returned a valid proxy or if you hold shares in your own name as holder of record and attend the Annual Meeting, your shares will be counted as present for the purpose of determining whether there is a quorum. Abstentions and broker non-votes (described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum for the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned by the vote of a majority of the shares represented at the Annual Meeting until a quorum has been obtained.

A “broker non-vote” occurs when you do not give voting instructions to the broker/nominee holding the shares you own beneficially in “street name.” In that case, the broker/nominee has discretionary authority to vote your shares with respect to the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (because it is considered a “routine” proposal under the rules of the New York Stock Exchange (“NYSE”)), but cannot vote your shares on any other matters being considered at the Annual Meeting (because they are considered to be non-routine proposals under the NYSE rules).

The vote required to approve each proposal, and the Board’s recommendation with respect to each proposal, are described below.

Telephone and Internet proxy submission are available through 11:59 p.m. Eastern Time on June 7, 2020. Whether you are a stockholder of record or a beneficial owner, you can submit a proxy for your shares by Internet at www.proxyvote.com. Stockholders of record can also submit a proxy for their shares by calling 1-800-690-6903. For telephone and Internet voting, you will need the 12-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

You can also submit your proxy by mail by completing, signing, dating the proxy card and voting instruction form, and returning it in the pre-paid enclosed envelope so that it is received prior to the Annual Meeting.

In addition, you may vote your shares of our Common Stock in person during the Annual Meeting. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting. Your vote is important, and for all items other than ratification of the appointment of our auditor, if you hold shares in street name, your shares will not be voted by your bank or broker if you do not provide voting instructions.

If you hold your shares through a bank or brokerage firm, the bank or brokerage firm may provide you with separate instructions on a form you will receive from them. Many such firms make telephone or Internet voting available, but the specific processes available will depend on those firms’ individual arrangements.

If you are a stockholder of record, you may revoke your proxy instructions through any of the following methods:

If you are a street name holder, you must contact your bank or broker to receive instructions as to how you may revoke your proxy instructions.

The Carideo Group, Inc. (an affiliate of Broadridge Financial Solutions Inc.), our independent tabulating agent, will count the votes and act as the inspector of elections. We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Annual Meeting.

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our inspector of elections to examine these documents.

The Board believes that effective oversight of environmental, social and governance (ESG) matters is core to its risk oversight function and is essential to sustainability, providing value to stockholders and benefiting the communities we serve. As a leading media organization, our journalists seek to shed light on important issues and our marketing endeavors promote meaningful connections in our communities.

The Board’s oversight of ESG matters includes review of the following on at least an annual basis:

As the list of investigative reports in our Communities section illustrates, our coverage of environmental and sustainability issues is extensive. Gannett is also committed to environmental protection and sustainability within its own operations. Gannett management makes environmental protection, energy reduction and resource conservation integral components of its business planning and operations. Our Environmental Protection and Sustainability Policy Statement emphasizes the following to all internal stakeholders:

Gannett’s U.K. subsidiary, Newsquest, has adopted its own Environmental Policy, which is available upon request.

We empower communities to connect, act and thrive.

We live our purpose through our culture where our diverse voices, backgrounds and experiences are fundamental to our success. We value:

Gannett supports a diverse, inclusive and equitable workplace offering opportunity for growth. We invest in our employees with policies, practices and other resources to enable personal and professional advancement. We are honored to be rated one of the Best Places to Work for LGBTQIA+ Equality by the Human Rights Campaign and to have received a perfect score three years in a row on its Corporate Equality Index. We were also recently named to the Forbes 2020 Best Employers for Diversity list for the first time. We position our Employee Resource Groups (ERGs) as a resource to our business for talent, building awareness, modeling inclusion, providing external topic experts and driving culture and social change. We seek feedback through focus groups, committees and interactive communication sessions with our CEO and Chief People Officer to build inclusion and use anonymous employee engagement surveys periodically to better understand employee engagement and targeted issues of interest.

At least a majority of the directors serving on the Board must be independent. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board of Directors has established categorical standards to assist it in determining director independence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a director will be independent unless:

These categorical independence tests will be reviewed annually and will be disclosed in our annual proxy statement. The Board of Directors may determine, in its discretion, that a director is not independent notwithstanding qualification under the categorical standards.

The Board has determined that each of Mmes. Miller and Sandler and Messrs. Gupta, Janulis, Louis, Sheehan and Tarica are independent for purposes of NYSE Rule 303A and each such director has no material relationship with the Company. In making such determination, the Board of Directors took into consideration investments by certain directors in the securities of private investment funds or companies managed by or affiliated with the Company’s Manager and sales by the Company of advertising and purchases by the Company of property and services, on customary terms and conditions and in amounts within the permitted thresholds identified above, to and from other companies or organizations at which Board members or their immediate family members are employed, for which Board members serve as directors or in which Board members or their immediate family members directly or indirectly own a 10% or greater equity interest.

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board consists of a majority of independent directors (in accordance with the listing standards of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee are each composed entirely of independent directors.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, which delineate our standards for our officers and directors, and employees of our Manager, an affiliate of Fortress. We make available, free of charge through a link on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, if any, as filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Executive Officers, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of our Board of Directors. Our website address is www.gannett.com. You may also obtain these documents by writing the Company at 7950 Jones Branch Drive, McLean, VA 22107-0150, Attention: Investor Relations.

The Company has also adopted a Code of Ethics for Executive Officers, which is available on our website and which sets forth specific policies to guide the Company’s senior officers in the performance of their duties. This code

supplements the Code of Business Conduct and Ethics described above. We intend to disclose any amendment to, or waiver from, a provision of the Code of Ethics for Executive Officers or the Code of Business Conduct and Ethics under applicable NYSE and SEC requirements by posting such information on our website at www.gannett.com.

On April 6, 2020, our Board adopted a stockholder rights plan in the form of a Section 382 Rights Agreement (“Rights Agreement”) to preserve and protect the Company’s valuable income tax net operating loss carryforwards (“NOLs”) and other tax assets under Section 382 of the Internal Revenue Code. The Company had approximately $435 million of NOLs available as of December 31, 2019, which could be used in certain circumstances to offset the Company’s future federal taxable income. The Company’s ability to use these tax assets and others which may be generated would be substantially limited if the Company experienced an “ownership change” as defined under Section 382 of the Internal Revenue Code.

The Rights Agreement is designed to prevent such an “ownership change.” Under the Rights Agreement, the Board declared a non-taxable dividend of one preferred share purchase right for each outstanding share of Common Stock, which are exercisable only if a person or group acquires 4.99% or more of our Common Stock. The Company’s existing stockholders that beneficially own in excess of 4.99% of the Common Stock are “grandfathered in” at their current ownership level. The Board has the discretion to exempt any person or group from the provisions of the Rights Agreement, as well as the ability to terminate the Rights Agreement if it determines that doing so would be in the best interest of the Company’s stockholders.

The Board intends to submit the Rights Agreement to a stockholder vote at our 2021 annual meeting of stockholders. The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for the 2021 annual meeting, unless Gannett’s stockholders ratify the Rights Agreement at (or prior to) such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023, unless terminated earlier by the Board.

We do not currently divide the roles of Chairman of the Board and Chief Executive Officer, which are held by Michael Reed, consistent with the flexibility afforded by our Corporate Governance Guidelines. In addition to the Chairman of the Board, we have a Lead Director, who is Kevin Sheehan, an independent director.

The current Chief Executive Officer has a deep understanding of our operations, strategy and people, as well as our industry, serving in senior executive capacities in the newspaper and publishing industries for more than 20 years. The Board believes that these experiences and other insights put the Chief Executive Officer in the best position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to stockholders. Further, the Board has demonstrated its commitment and ability to provide independent oversight of management.

At the same time, the Board believes that strong, independent Board leadership is a critical aspect of effective corporate governance. Accordingly, to provide independent leadership, the Board has established the position of Lead Director in 2019. The Lead Director is an independent director and is elected annually by the Board. The responsibilities of the Lead Director include, but are not limited to, calling meetings of the non-management directors, if desired, and being available when appropriate for consultation and direct communication if requested by stockholders.

The Company’s risk management is generally overseen by our Chairman and Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company. Material risks are identified and prioritized by management, and they are periodically discussed with the Board or appropriate committee. In March 2020, the Board formed a COVID-19 Committee to oversee the Company’s crisis response. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.

During the year ended December 31, 2019, our Board held 19 meetings (in addition to actions taken by written consent). In 2019, the Board had three standing committees prior to the Acquisition: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, in addition to a transaction committee formed to evaluate the Acquisition. In November 2019, in connection with the Acquisition, the Company added the Transformation Committee as an additional standing committee (which did not convene in 2019). During 2019, the Audit Committee met five times, the Nominating and Corporate Governance Committee met five times, and the Compensation Committee met five times. In 2019, each director attended at least 75% of the meetings of the Board and the committees on which he served, except for Wesley Edens, who resigned in May 2019. Although director attendance at the Company’s annual meeting each year is encouraged, the Company does not have an attendance policy. One director attended our 2019 Annual Meeting of Stockholders.

The members of each of our standing committees are set forth in the table below:

We have a standing Audit Committee. The Board has determined that each of the members of our Audit Committee is independent in accordance with the rules of the NYSE and the SEC’s audit committee independence standards. The Board has also determined that Mr. Kevin M. Sheehan qualifies as an “Audit Committee Financial Expert” as defined by the rules of the SEC.

The Audit Committee is responsible for providing assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting with the Board’s oversight of (a) the integrity of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements; (c) the Company’s independent registered public accounting firm’s qualifications and independence; and (d) the performance of the Company’s independent registered public accounting firm and the Company’s internal audit function. The Audit Committee is also responsible for appointing the Company’s

independent registered public accounting firm and approving the terms of the registered public accounting firm’s services. The Audit Committee operates pursuant to a charter, which is available on our website, www.gannett.com. You may also obtain the charter by writing the Company at 7950 Jones Branch Drive, McLean, VA 22107-0150, Attention: Investor Relations.

We have a standing Compensation Committee. The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an “outside director” as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and an independent director under the NYSE listing standards.

The Compensation Committee is responsible for administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan of the Company, and making recommendations to the Board regarding director compensation. To the extent the Company, rather than the Manager, is responsible for compensating its executive officers, the Compensation Committee evaluates annually the performance of such officers and makes recommendations to the Board with respect to their compensation. The Compensation Committee delegates to the Chief Executive Officer the authority to approve grants, subject to a cap on the total number of shares that may be granted, to employees other than executive officers. The Compensation Committee operates pursuant to a charter, which is available on our website, at www.gannett.com. You may also obtain the charter by writing the Company at 7950 Jones Branch Drive, McLean, VA 22107-0150, Attention: Investor Relations.

We have a standing Nominating and Corporate Governance Committee. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with the rules of the NYSE.

The Nominating and Corporate Governance Committee is responsible for: (a) recommending to the Board individuals qualified to serve as directors of the Company and on committees of the Board; (b) advising the Board with respect to board composition, procedures and committees; (c) advising the Board with respect to the corporate governance principles applicable to the Company; and (d) overseeing the evaluation of the Board. The Nominating and Corporate Governance Committee operates pursuant to a charter, which is available on our website, at www.gannett.com. You may also obtain the charter by writing the Company at 7950 Jones Branch Drive, McLean, VA 22107-0150, Attention: Investor Relations.

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company include such person’s familiarity with the Company, possession of such knowledge, experience, skills, expertise and diversity with respect to characteristics, such as gender, race, ethnicity and sexual orientation, as would enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing standard. In addition to considering a director-candidate’s background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates.

Our Board of Directors believes that diversity can strengthen board performance. In addition, we believe that our current practices support board diversity. Specifically, our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and other diverse candidates. Accordingly, the Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, diverse candidates with respect to characteristics such as gender, race, ethnicity and sexual orientation in the pool of potential candidates from which Board nominees are chosen. The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of the Board’s composition as part of the Board’s annual self-assessment process.

The Committee will also consider candidates recommended by stockholders. The evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering

candidates recommended by stockholders, the Nominating and Corporate Governance Committee may take into consideration the needs of the Board, the qualifications of the candidate, the number of shares held by the recommending stockholder and the length of time that such shares have been held.

The Company’s Bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the Board. Nominations for director at an annual stockholder meeting must be submitted in writing to the Company’s General Counsel at Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107-0150. The General Counsel must receive the notice of a stockholder’s intention to introduce a nomination at an annual stockholders meeting (together with certain required information set forth in the Company’s Bylaws) within the time frames set forth below under “Advance Notice for Stockholder Nominations and Proposals for 2021 Annual Meeting.”

In November 2019, in connection with the Acquisition, our Board formed a standing Transformation Committee. The Board has determined that each member of the Transformation Committee, other than Ms. Wall, is an independent director in accordance with the rules of the NYSE. The purpose of the Transformation Committee is to assist the Board in achieving the Company’s digital transformation.

The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board to provide comments, to report concerns or to ask questions, at the following address:

Stockholders can contact the non-management directors individually, as a committee or as a group at the address above or at the following email address: investors@gannett.com.

All communications received as set forth in the preceding paragraph will be opened by our Legal and Compliance Department, for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Our insider trading policy prohibits our directors, officers and other employees from engaging in hedging and pledging transactions with respect to our securities, including collars, equity swaps, exchange funds, prepaid variable forward sale contracts, and any other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.

Mr. Davis, age 57, was our Chief Operating Officer until the closing of the Acquisition. He had been our Chief Operating Officer and the Chief Executive Officer of our indirect, wholly owned subsidiary, GateHouse Media LLC (“GateHouse”), since February 2014. He had been the President and Chief Operating Officer of our Predecessor since January 2009. Mr. Davis was the President and Chief Operating Officer of our Predecessor when it filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on September 27, 2013. Mr. Davis had been an employee of our Predecessor since 2006, when he served as the Chief Executive Officer of GateHouse Media New England. Prior to joining our Predecessor, Mr. Davis served as the Chief Executive Officer of Enterprise NewsMedia, LLC, also known as the South of Boston Media Group, from 2004 to 2006. Prior to that, Mr. Davis served as Vice President of Publishing for Turley Publications, Inc., a publishing and printing company, from 2002 to 2004. Prior to that, Mr. Davis served as President of Community Newspaper Company (“CNC”) from 1998 to 2001. Mr. Davis also served as President of a newspaper group in the Boston area (TAB Newspapers), which was part of CNC, from 1996 to 1998. Mr. Davis also served as a publisher and managed newspaper companies in Pennsylvania, Massachusetts and California.

Ms. Engel, age 49, was our Chief Financial Officer and Chief Accounting Officer from November 2019 through April 3, 2020. Previously, she had been Senior Vice President, Chief Financial Officer and Treasurer of Legacy Gannett from June 2015 to November 2019. Prior to that, Ms. Engel was Chief Financial Officer and Treasurer of A. H. Belo Corporation and served that company following its spin-off in 2008 from Belo Corp. Ms. Engel joined Belo Corp. in 2003, where she held various senior positions before serving as its Vice President and Corporate Controller from 2006 to 2008. Ms. Engel holds a B.S. and M.P.A. from The Red McCombs School of Business of the University of Texas at Austin.

Mr. Bascobert, age 56, became the Chief Executive Officer of our wholly owned subsidiary Gannett Media Corp. in November 2019. He served as President and Chief Executive Officer of Legacy Gannett from August 2019 to November 2019. Prior to that, Mr. Bascobert served as the President of XO Group Inc. from 2016 until its sale to Permira Funds in 2019. Prior to XO Group Inc., Mr. Bascobert led sales, service and marketing for the Local Businesses segment at Yodle, Inc. from 2014 until 2016. Before that, he spent four years at Bloomberg LP as President of Bloomberg Businessweek from 2010 until 2014, in addition to serving as Chief Operating Officer of Bloomberg LP’s Media Group from 2011 to 2014 and Chief Revenue Officer from 2013 until 2014. Mr. Bascobert joined Bloomberg LP from Dow Jones & Co. where he was Senior Vice President of Operations from 2006 until 2007 and Chief Marketing Officer from 2007 until 2009. Mr. Bascobert began his career as an engineer with General Motors and Whirlpool Corporation. Mr. Bascobert holds a B.S. in electrical engineering from Kettering University and an MBA in finance from The Wharton School of the University of Pennsylvania.

Our Chief Executive Officer is, and prior to the Acquisition our Chief Financial Officer was, an employee of our Manager and compensated exclusively by our Manager. Neither our Board nor our Compensation Committee has a role in determining the compensation received by officers who are employees of our Manager. For the reasons described below, our Manager does not disclose to our Board the compensation paid to these individuals. As a result, we are not able to disclose the compensation paid by our Manager to these individuals, except to the extent that the Manager has awarded them options relating to shares of our Common Stock as part of their overall compensation. Any such awards are disclosed under the “Outstanding Equity Awards” table below.

In accordance with our Amended Management Agreement (as defined below), our officers who are employees of our Manager (or an affiliate of our Manager) devote such portion of their time to our affairs as is required for the performance of the duties of our Manager under the Amended Management Agreement. As a result, such officers from time to time may be exclusively dedicated to performing services to us and thus not provide any other significant services to our Manager, while other of such officers are not exclusively dedicated to us and perform services for our Manager that are unrelated to our affairs. Because our Manager (or the applicable affiliate) compensates each of its employees based on the overall value to our Manager of the various services that such employee performs, our Manager is not able to segregate and identify any portion of the compensation awarded to an employee as relating solely to service performed for us. Accordingly, we do not disclose the compensation paid by our Manager (or the applicable affiliate) to our officers who are employees of our Manager, except to the extent that the Manager has awarded such individuals options relating to shares of our Common Stock as part of their overall compensation, as noted above. For a description of our Manager’s compensation, please refer to the section entitled “Related Persons Transactions—Management Agreement.”

In 2019, Michael Reed and Gregory Freiberg, former Chief Financial Officer of Legacy New Media, were employees of our Manager and did not receive any compensation from us. Each of Messrs. Reed and Freiberg devoted a substantial portion of his time to the Company in 2019 but did not exclusively provide services to us. Our Manager did not disclose to us the compensation paid to these individuals.

As noted above, certain of our officers are employees of, and compensated by, our Manager, and our Manager does not disclose to our Board the compensation paid to them. This structure currently limits the authority of our Compensation Committee to make compensation decisions and provide compensation disclosure for our Chief Executive Officer and, prior to the 2020 compensation year, for our Chief Financial Officer as well. However, as a result of amendments to our agreement with Fortress that became effective in November 2019 (as described in more detail in the section “Related Persons Transactions—Amended Management Agreement”), the authority of our Compensation Committee has been expanded to include the compensation of our Chief Financial Officer beginning with the 2020 compensation year. In addition, the amendments established a scheduled termination date for our agreement with Fortress, which is set for December 2021. After such termination, the Compensation Committee’s authority will be further expanded to include the ability to make compensation decisions for our Chief Executive Officer beginning with the 2022 compensation year. Our Compensation Committee, and our Board as a whole, are pleased that the amendments to our agreement with Fortress will enable the Compensation Committee to pursue corporate governance initiatives with respect to compensation matters and permit more transparency on compensation arrangements with our executive officers going forward.

As a result of the Acquisition, we have presented the highlights below as follows: (i) on an actual basis (reflecting six weeks of Legacy Gannett’s operations); and (ii) same store revenue trends for Legacy Gannett and Legacy New Media, each on a stand-alone basis.

For additional information regarding same store information, please see our 2019 fourth quarter earnings release, posted to the Investor Relations section of our website, www.gannett.com. For a reconciliation of non-GAAP financial information, please see Appendix A to this Proxy Statement.

This section primarily describes the compensation program in effect in 2019 for Kirk Davis. For the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.

Historically, we have maintained a fairly simple executive compensation program since our Manager was primarily responsible for managing our affairs. The primary objective of our executive compensation program has been to attract and retain executives with the requisite skills and experience to help us achieve our business mission and develop, expand and execute business opportunities to improve long-term stockholder value.

Historically, we have sought to achieve the objectives for our executive compensation program through the following compensation elements.

Our Compensation Committee is primarily responsible for overseeing and annually approving compensation of our NEOs. Under its Charter, our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. In 2019, neither the Company nor our Compensation Committee used the services of a compensation consultant in determining NEO compensation.

As noted above, for the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.

Our Chief Executive Officer makes recommendations to the Compensation Committee and Board regarding the amount and form of NEO compensation.

As noted above, for the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.

In evaluating executive compensation programs, policies and practices, the Compensation Committee noted that less than a majority (approximately 24%) of our stockholders cast votes “for” the advisory vote on the Company’s executive compensation program at the 2019 annual meeting of stockholders (the “say-on-pay proposal”).

After considering the results of the vote, and in connection with a full-scale review of the Company’s corporate governance following the Acquisition, including a review of the features of Legacy Gannett’s executive compensation program, the Compensation Committee has determined, for the 2020 compensation year, to enhance our compensation program by adopting certain elements of Legacy Gannett’s compensation program, which will be described in detail in our proxy statement with respect to the 2021 annual meeting of stockholders.

In 2015, we also held an advisory vote on the frequency of our say-on-pay vote, which resulted in approximately 90.6% of votes recommending an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be held annually until the next required vote on the frequency of the say-on-pay vote to be held at our 2021 Annual Meeting.

On an annual basis, the Compensation Committee reviews and consider changes to each NEO’s base salary in light of factors such as the nature and responsibility of the position, individual and Company performance and comparative market data.

The base salary of Mr. Davis for 2019 remained unchanged from the prior year. The base salaries of Ms. Engel and Mr. Bascobert for 2019 were determined prior to the closing of the Acquisition by the board of directors of Legacy Gannett.

For 2019, Mr. Davis was eligible for a discretionary incentive payment, payable in our Common Stock or cash, or a combination thereof, as determined by the Compensation Committee in its sole discretion. Mr. Davis ceased employment in November 2019 and, therefore, did not receive such a payment with respect to 2019.

Historically, the Compensation Committee has not used pre-established performance goals in its evaluation of Mr. Davis’s performance. Instead, the Compensation Committee has considered many factors in its decision-making process relating to the amount, if any, of the annual incentive payment. The factors have generally involved the following:

Ms. Engel was entitled to a cash bonus pursuant to the “Change in Control” provisions of Legacy Gannett’s 2019 Executive Annual Incentive Plan, in an amount equal to the greater of: (i) the amount that would be paid based on actual performance relative to the predefined performance goals in effect prior to the Change in Control; and (ii) the participant’s target incentive opportunity. Such amount would be payable after the applicable incentive period at the time cash incentives are ordinarily paid. Ms. Engel’s cash bonus for 2019 was $480,000, which was equal to her target incentive opportunity. Pursuant to our Amended Management Agreement, this amount is reimbursable to us by our Manager.

Mr. Bascobert was entitled to a cash bonus equal to 100% of his base salary pursuant to the terms of his employment agreement entered into in August 2019, prior to the Acquisition. Accordingly, the cash bonus earned by Mr. Bascobert in 2019 was $725,000.

The Company maintains the Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan and, following the Acquisition, the Legacy Gannett 2015 Omnibus Incentive Compensation Plan, under which the Compensation Committee may grant long-term incentives, in the form of cash or equity, in its discretion. As disclosed in the Summary Compensation Table and the Grant of Plan-Based Awards Table, on February 19, 2019, the Compensation Committee approved a grant of 62,271 shares of restricted stock to Mr. Davis, vesting in equal installments over three years. The Compensation Committee determined to grant Mr. Davis this award primarily due to his significant role with the Company and his contribution to the Company’s financial performance in 2018 relative to industry peers. Under the terms of the award, any dividends paid on shares of restricted stock prior to vesting will accrue and be paid if and when the shares of restricted stock vest.

Ms. Engel was not awarded long-term incentive compensation with respect to 2019, given the announcement, on January 6, 2020, of her termination of employment effective as of the end of the first quarter of 2020 (although Ms. Engel did receive long-term incentive compensation from Legacy Gannett in January 2019.)

The Company did not award Mr. Bascobert long-term incentive compensation with respect to 2019 (although he did receive from Legacy Gannett a sign-on equity grant in September 2019).

In January 2019, Legacy Gannett entered into a retention agreement with Ms. Engel providing that if Ms. Engel remained continuously employed in good standing with Legacy Gannett through April 1, 2020, then Ms. Engel would be entitled to receive a retention payment equal to $510,000 (the “Retention Payment”). Upon the Acquisition, the Company assumed the obligations of Legacy Gannett under the retention agreement. Ms. Engel remained actively employed in good standing with the Company through April 1, 2020 and therefore received her Retention Payment.

In addition, in January 2020, the Company entered into a secondary retention agreement with Ms. Engel in connection with Ms. Engel’s pending departure to ensure the continuity of financial operations of the Company through her transition on April 3, 2020. The secondary retention agreement provided that if Ms. Engel remained continuously employed and performed her duties through April 3, 2020, the Company would pay Ms. Engel a cash retention bonus of $500,000 (the “Transition Date Retention Bonus”). Ms. Engel remained continuously employed through April 3, 2010 and therefore received her Transition Date Retention Bonus.

Our NEOs receive benefits and perquisites that are substantially the same as those offered to other employees of the Company and its subsidiaries, including vacation, sick time, participation in medical, dental and insurance programs, all in accordance with the terms of such plans and programs in effect from time to time. No material changes were made to the Company’s benefits and perquisites during 2019.

We sponsor a 401(k) plan for our eligible employees, including NEOs. In any given year, the Company has discretion to make employer contributions in the form of matching contributions and/or profit sharing contributions to the plan accounts of our eligible employees.

In addition, Gannett Media Corp. sponsors the Gannett Co., Inc. 401(k) Savings Plan (the “Gannett 401(k) Plan”). Most of the Company’s employees based in the United States, including our NEOs, may participate in the Gannett 401(k) Plan, which permits eligible participants to make pre-tax and Roth contributions and provides for Safe Harbor matching contributions. Effective January 1, 2019 the matching formula changed from 100% of the first 5% of eligible pay to 100% of the first 4% and 50% of the next 2% of eligible pay. For purposes of the 401(k) Plan and subject to Internal Revenue Code limits on the amount of compensation that can be taken into account, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans. Company contributions under the 401(k) Plan made in 2019 are fully vested. Ms. Engel participated in the Gannett 401(k) plan in 2019. Mr. Bascobert did not participate in the Gannett 401(k) Plan during 2019.

Deferred Compensation Plan

Gannett Media Corp. sponsors the Gannett Co., Inc. 2015 Deferred Compensation Plan (the “DCP”). Each executive who participates in the DCP may elect to defer all or a portion of his or her compensation so long as the minimum deferral is $5,000 for each form of compensation (base salary and bonus) for the year of deferral. The amounts deferred by each executive are vested and will be deemed invested in the fund or funds designated by such executive from the investment options specified under the plan.

During 2019, the DCP provided company contributions on behalf of certain employees whose benefits under the Gannett 401(k) Plan were capped by Internal Revenue Code rules that limit the amount of compensation that can be taken into account when calculating benefits under a qualified plan. Generally, Company contributions to the DCP were calculated by applying the same formula that applied to an employee’s matching contributions under the Gannett 401(k) Plan to the employee’s compensation in excess of the Internal Revenue Code compensation limit. For 2019, contributions were required to be split into pre-merger and post-merger contributions. Participants were not required to make elective contributions to the DCP to receive an employer contribution under the DCP. Company contributions under the DCP made for 2019 are fully vested. Ms. Engel received Company contributions under the DCP in 2019. Mr. Bascobert is not eligible to participate in the DCP.

Change in Control Severance Plan

Legacy Gannett maintained the 2015 Change in Control Severance Plan, as amended (“CIC Severance Plan”). In connection with the Acquisition, we agreed to assume and perform the CIC Severance Plan. Ms. Engel was, and each of Mr. Bascobert and certain other employees of Legacy Gannett who are now employees of the Company are, a participant in the CIC Severance Plan. The CIC Severance Plan provides severance pay to participants in the event the executive is involuntarily terminated without “cause,” or terminates for “good reason” within two years after a qualifying “change in control” event of Legacy Gannett (or who were terminated in anticipation of a “change in control” of Legacy Gannett). The Acquisition constituted a change in control under the CIC Severance Plan.

Below is a summary of several key terms of the CIC Severance Plan:

“Cause” means: (1) the participant’s material misappropriation of the Company’s funds or property; (2) the participant’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied in a reasonable period of time following notice from the Company; (3) conviction of the participant of a securities law violation or a felony involving moral turpitude; or (4) a finding by a court of competent jurisdiction in a civil action or by the SEC that the participant has violated any Federal or state securities law.

“Good Reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) the material diminution of the participant’s duties, authorities or responsibilities from those in effect immediately prior to the change in control; (2) a material reduction in the participant’s base salary or target bonus opportunity as in effect on the date immediately prior to the change in control; (3) the relocation of the participant’s office from the location at which the participant is principally employed immediately prior to the date of the change in control to a location 35 or more miles farther from the participant’s residence immediately prior to the change in control; (4) the failure by the Company to pay any material compensation or benefits due to the participant; (5) the failure of Legacy Gannett to obtain a satisfactory

agreement from any successor (i.e., the Company) to assume and agree to perform the CIC Severance Plan; or (6) any purported termination of the participant’s employment that is not effected pursuant to a notice of termination satisfying the requirements of the CIC Severance Plan.

If triggered upon a qualifying termination of employment, benefits under the CIC Severance Plan include:

Payments. Upon a participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of: (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date. Additionally, participants are paid a lump sum cash severance payment equal to a “multiplier” that is designated for the participant times the sum of: (1) the participant’s annual base salary at the highest rate of salary during the 12-month period immediately prior to the termination date or, if higher, during the 12 month period immediately prior to the change in control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) Plan contributions and similar items); and (2) the higher of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs.

COBRA benefit payment. A participant will receive an amount equal to the monthly COBRA cost of the participant’s medical and dental coverage in effect as of the date of termination multiplied by the lesser of (1) 18 or (2) 24 minus the number of full months between the date of the change in control and the date of termination.

Prorated bonus. A prorated annual bonus for the portion of the fiscal year elapsed prior to the date of termination in an amount equal to the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs, prorated for the portion of the fiscal year elapsed prior to the date of termination.

Benefits are subject to the participant executing a release and agreeing to certain restrictive covenants.

Mr. Bascobert participates in the CIC Severance Plan, and his multiplier (as described above) is two (2). Ms. Engel also participated in the CIC Severance Plan, and her multiplier was two (2). Other individuals who were named executive officers of Legacy Gannett are also participants in the plan.

In considering the risks to the Company and its business that may be implied by our compensation plans and programs, our Compensation Committee considers the design, operation and mix of the plans and programs at all levels of the Company. Our compensation program is designed to mitigate the potential to reward excessive risk-taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of our long-term business strategy and erode stockholder value.

Mr. Davis and our Predecessor entered into an employment agreement, effective as of January 9, 2009, as amended on March 6, 2012 and October 30, 2019. Mr. Davis was appointed as Chief Executive Officer of GateHouse in February 2014 and continued to be employed in that role pursuant to his employment agreement, described below, until his cessation of employment effective as of November 19, 2019. Mr. Davis had no employment agreement with Gannett.

Pursuant to his employment agreement, which had no guaranteed term of employment or renewal provision, Mr. Davis’s annual base salary was subject to review on an annual basis and adjustment upward in the sole discretion of the Board. Pursuant to his employment agreement, Mr. Davis also was eligible for an annual bonus, based on the achievement, as determined by the Board in its sole discretion, of certain performance standards agreed to by Mr. Davis and the Company. Such bonus could be paid in such combination of cash and shares of Common Stock as determined by the Board, in its sole discretion. Mr. Davis’s employment agreement also provided that he would be entitled to all usual benefits offered to employees at his level, including vacation, sick time, participation in medical, dental and insurance programs, as well as the ability to participate in the 401(k) retirement savings plan. In addition, Mr. Davis’s employment agreement entitled him to certain severance payments and benefits, described below in the section entitled “Potential Payments Upon Resignation, Termination or Change in Control.”

Pursuant to his employment agreement, Mr. Davis was entitled to the following payments in connection with his cessation of employment: (a) $1.4 million, payable in 26 equal installments, and accrued and unpaid base salary and accrued and unused vacation pay through the date of such termination; (b) vesting of all shares of restricted stock that were unvested as of the date of termination; (c) continuation of health benefits at the same levels until the earlier of: (i) the time it takes Mr. Davis to become eligible for benefits from a new employer; or (ii) 12 months from the date of termination; and (d) $25,000 for outplacement services. Mr. Davis’s receipt of the payments and benefits outlined above were subject to his execution of a general release of claims against GateHouse and its affiliates. Mr. Davis’s employment agreement has restrictive covenants for the benefit of GateHouse and its affiliates relating to non-competition both during the term of employment and for the one-year period following termination of his employment for any reason. Mr. Davis’s employment agreement also contains restrictive covenants relating to non-solicitation of employees, directors, agents, clients, customers, vendors, suppliers or consultants of GateHouse and its affiliates during the term of employment and for the one year period following termination of his employment for any reason.

Mr. Davis’ compensation earned in respect of 2019 consisted entirely of base salary and severance payments. As noted above, for the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.

In 2019, we granted to our Manager in connection with the Acquisition 4,205,607 shares of our Common stock and options to purchase up to 3,163,264 shares of our Common Stock. The grant date fair value of these awards granted to our Manager was approximately $26.4 million and $0.3 million, respectively. For information regarding assumptions used in determining these valuations, please see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The table below sets forth the outstanding option and equity awards that were granted to our executive officers as of December 31, 2019. The option awards held by Mr. Reed (“Tandem Awards”) correspond on a one-to-one basis with the options granted to our Manager (or an affiliate of our Manager), such that exercise of the option by Mr. Reed would result in the corresponding option held by our Manager being cancelled.

All options granted to our Manager (or an affiliate of our Manager) will become fully vested and exercisable upon a “change of control” (as defined in the Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan). All Tandem Awards will become fully vested and exercisable if the holder’s employment with our Manager and its affiliates is terminated without cause within 12 months following a change of control of the Company. The estimated intrinsic value of outstanding option awards held by our Manager (or an affiliate of our Manager) as of December 31, 2019 that would have been accelerated had a change in control occurred on December 31, 2019 is $0.

We maintain one defined benefit plan that Mr. Davis may receive benefits under, the George W. Prescott Publishing Company Pension Plan (the “Prescott Pension Plan”). The Prescott Pension Plan benefits the employees of the George W. Prescott Publishing Company by providing funded, tax-qualified benefits up to the limits on compensation and benefits under the Internal Revenue Code. Benefits under the Prescott Pension Plan are funded by an irrevocable tax-exempt trust. An executive’s benefits under the Prescott Pension Plan are payable from the assets held by a tax-exempt trust, and are based on earnings up to a compensation limit under the Internal Revenue Code (which was $230,000 in 2008). Mr. Davis participated in the plan during his employment with the George W. Prescott Publishing Company.

Effective December 31, 2008, the Prescott Pension Plan was amended to freeze benefit accruals and participation. The terms and conditions below relate solely to Mr. Davis and the other participants in the Prescott Pension Plan.

The “Normal Retirement Benefit” is expressed as an annual single life annuity payable from normal retirement age for the remainder of his life. The benefit under the Prescott Pension Plan is equal to an amount equal to the sum of (i) and (ii):

“Average Compensation” means the average of Mr. Davis’ highest compensation paid during any five consecutive plan years of the ten plan years prior to December 31, 2008. “Compensation” means Mr. Davis’ total compensation in a plan year, excluding any bonuses, any overtime payments and employer contributions under the Prescott Pension Plan or under any other employee benefit plan of an affiliated company. Pay in excess of the Internal Revenue Code Section 401(a)(17) limit, is not considered. “Accrued Service” is the total number of years prior to January 1, 2009 (June 1, 2009 for IBT Union employees), during which the executive has completed at least 1,000 Hours of Service.

If Mr. Davis retires after reaching the age of 60 and has completed five years of vesting service, he is entitled to the Normal Retirement Benefit. However, the Normal Retirement Benefit will be reduced 0.56% for each month his retirement precedes his reaching the age of 65.

In the event Mr. Davis dies prior to the commencement of benefit payments, his spouse will be eligible for a death benefit protection. This provides that if Mr. Davis and spouse were married for at least one year prior to his date of death, then the spouse of Mr. Davis shall receive a survivor annuity which is equal to 50% of the pension Mr. Davis would have received had he retired on his date of death or age 60, if later, with a joint and 50% survivor annuity option.

If Mr. Davis dies after payment of his benefit under the Prescott Pension Plan has commenced, the death benefit payable, if any, shall be determined in accordance with the form in which the benefit was being paid. The pension benefit under the Prescott Pension Plan is reduced if paid before normal retirement age. The pension benefit is defined as a single life annuity. Optional annuity forms which are approximately equal in value are also available.

The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in FASB ASC Topic 715 and are consistent with those used in our financial statements as described in Note 9 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

Neither Mr. Bascobert nor Mr. Davis was a participant in, and neither made contributions to or withdrawals from, any nonqualified deferred compensation plans maintained by us during the fiscal year ending December 31, 2019.

In connection with the Acquisition, we assumed a non-qualified deferred compensation plan established by Legacy Gannett, in which Ms. Engel participated, as summarized in the table below.

The following table estimates the amount of compensation payable to Ms. Engel and Mr. Bascobert in the event of termination of employment, assuming that such termination were effective as of December 31, 2019.

The following table provides information with respect to the beneficial ownership of our Common Stock as of April 16, 2020, the record date (except as otherwise noted) by (a) each person known by us to be a beneficial owner of more than 5% of our outstanding Common Stock, (b) each of our directors and our named executive officers, and (iii) all directors and executive officers as a group. We had outstanding an aggregate of 132,058,367 shares of Common Stock as of April 16, 2020.

Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities.

SEC rules define “transactions with related persons” to include any transaction in which the Company is a participant, the amount involved exceeds $120,000, and in which any “related person,” including any officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing, has a direct or indirect material interest. The Company adopted a written policy that outlines procedures for approving transactions with related persons, and the independent directors review and approve or ratify such transactions pursuant to the procedures outlined in this policy. In determining whether to approve or ratify a transaction with a related person, the independent directors will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to the Company; and the availability of other sources for comparable assets, products or services. The policy includes standing pre-approvals for specified categories of transactions, including investments in securities offerings, participation in other investment opportunities generally made available to our Manager’s employees and certain commercial dealings with UpCurve, Inc. (formerly GateHouse Media Ventures, Inc.), provided that (a) the terms and conditions represent the result of arms-length negotiation and are no more favorable to the related party than the terms available to similarly situated third parties and (b) the annual value is reasonably anticipated to be less than $1.5 million.

As of February 18, 2020, Fortress and its affiliates beneficially owned approximately 5.5% of the Company’s outstanding stock and approximately 38% of the Company’s outstanding warrants.

The Company’s Chief Executive Officer is an employee of the Manager and his compensation is paid by the Manager.

In January 2019, we invested approximately $400,000 in TouchCare Holdings LLC (“TouchCare”), owner and operator of an online analytics health advocacy platform. Mr. Edens is a co-founder and director of TouchCare and Mr. Reed also serves as a director of TouchCare, but he does not receive any compensation from TouchCare for his services. In addition, GateHouse contracts with TouchCare to provide consumer-education driven medical offerings that had an annual services payment of approximately $100,000 in 2019 and are expected to be approximately $100,000 in 2020.

In the ordinary course of our business, we may, from time to time, engage in transactions with companies that are either affiliates of or have a relationship with SoftBank Group Corp. (“SoftBank”) and its affiliates. SoftBank is the parent company of Fortress.

We are managed by the Manager, an affiliate of Fortress, pursuant to a management agreement.

On August 5, 2019, in connection with the entry into the agreement to acquire Legacy Gannett, the Company and the Manager entered into the Amended Management Agreement, which became effective upon the closing of the Acquisition on November 19, 2019.

The Amended Management Agreement (i) established a termination date for the Manager’s services of December 31, 2021, in lieu of annual renewals of the term; (ii) reduced the “incentive compensation” payable to the Manager from 25% to 17.5% for the remainder of the term (as described in more detail below); (iii) reduced by 50% the number of options that would otherwise be issuable in connection with the issuance of shares as consideration for the acquisition, and imposed a premium on the exercise price; (iv) eliminated the Manager’s right to receive options in connection with future equity raises by the Company; and (v) eliminated certain payments otherwise due at or after the end of the term of the prior management agreement.

In connection with entering into the Amended Management Agreement and the consummation of the Acquisition, the Company issued to the Manager 4,205,607 shares of Company Common Stock and granted to the Manager options to acquire 3,163,264 shares of Company Common Stock. The Manager is restricted from selling the issued shares until the expiration of the Amended Management Agreement, or otherwise upon a change in control and certain other extraordinary events. The options have an exercise price of $15.50 and become exercisable upon the first

trading day immediately following the first 20 consecutive trading day period in which the closing price of the Company Common Stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment) and also upon a change in control and certain other extraordinary events.

Upon expiration of the term of the Amended Management Agreement, the Manager will cease providing external management services to the Company, and the Manager will no longer be the employer of the person serving in the role of Chief Executive Officer of the Company.

We pay our Manager an annual management fee equal to 1.50% per annum of our Total Equity (as defined in the Amended Management Agreement) calculated and payable monthly in arrears in cash. Total Equity is generally the equity transferred by Newcastle Investment Corp. on the date on which our shares began trading in the “regular way” market on the NYSE, plus total net proceeds from any equity capital raised (including, without limitation, through stock offerings and capital effectively raised through acquisitions in which all or a portion of the consideration consists of stock issued by the Company), plus certain capital contributions to subsidiaries, plus the equity value of certain assets contributed to the Company, less capital dividends and capital distributions.

Our Manager is eligible to receive on a quarterly basis annual incentive compensation in an amount equal to the product of 17.5% of the dollar amount by which (a) the Adjusted Net Income of the Company exceeds (b)(i) the weighted daily average Total Equity (plus cash capital raising costs), multiplied by (ii) a simple interest rate of 10% per annum.

As defined in the Amended Management Agreement, “Adjusted Net Income” means net income (computed in accordance with U.S. GAAP) plus depreciation and amortization, and after adjustments for (a) unconsolidated partnerships, joint ventures and permanent cash tax savings and (b) other non-routine items. “Other non-routine items” means (a) (i) write-offs of unamortized deferred financing fees, or additional costs, make-whole payments, penalties or premiums incurred as the result of early repayment of debt, (ii) changes in the fair value of contingent consideration and financial instruments, (iii) preferred stock redemption charges, (iv) gains or losses related to litigation, claims, and other contingencies, (v) losses on early extinguishment of debt, (vi) charges or income related to changes in income tax valuation allowances, tax litigation or settlements, (vii) impairments or reversals of impairments, and (viii) integration expenses related to acquisitions, and (b) other adjustments approved by the independent directors upon reasonable request by the Manager from time to time. Adjusted net income is computed on an unconsolidated basis. The computation of adjusted net income may be adjusted at the direction of the independent directors upon reasonable request by the Manager based on changes in, or certain applications, of GAAP.

Our Board may request that our Manager accept all or a portion of its incentive compensation in shares of our Common Stock, and our Manager may elect, in its discretion, to accept such payment in the form of shares, subject to limitations that may be imposed by the rules of the NYSE or otherwise.

Because our Manager’s employees perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, our Manager is paid or reimbursed for the cost of performing such tasks, provided that the Manager has consulted with the Company and reasonably determined in good faith that such services cannot be provided by the Company’s existing internal resources and provided further that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis.

We, as opposed to our Manager, pay all of the Company’s operating expenses, except those specifically required to be borne by our Manager under our Amended Management Agreement. Our Manager is responsible for all costs incident to the performance of its duties, including compensation of our Manager’s employees, rent for facilities and other “overhead” expenses. The expenses required to be paid by us include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition, operation and financing of our investments, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, the costs of printing and

mailing proxies and reports to our stockholders, costs incurred by employees of our manager for travel on our behalf, costs associated with any computer software or hardware that is used solely for us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our distribution agent.

During the fiscal year ended December 31, 2019, the amounts earned by our Manager were $11.0 million of management fees, $4.1 million of incentive compensation and $2.9 million of expense reimbursement.

In addition to the director compensation that Ms. Wall received with respect to her service on the Board between November 19, 2019 and December 31, 2019, as reported in the Director Compensation Table, Ms. Wall also received compensation for her service as an employee in 2019 in the following amounts: (i) $64,277 in base salary earned from November 19, 2019 to December 31, 2019; and (ii) $377,370 in the form of an annual cash bonus for service in 2019 paid in early 2020 pursuant to the CIC Severance Plan in an amount equal to the greater of the amount that would be paid based on actual performance relative to the predefined performance goals in effect prior to the Acquisition and Ms. Wall’s target incentive opportunity, of which $150,000 was deferred pursuant to the DCP in accordance with Ms. Wall’s prior deferral election made in December 2018 for the 2019 calendar year. In August 2020, Ms. Wall will also be eligible to receive $765,061 for the additional accrual under the terms of the Legacy Gannett Supplemental Retirement Plan for the period between November 19, 2019 and January 3, 2020. In addition, Ms. Wall participated in certain other employee compensation programs of Legacy Gannett through the date of the termination of her employment on January 3, 2020. Pursuant to such compensation programs of Legacy Gannett, Ms. Wall received the following amounts: (i) a payment of $5,450,470 on December 27, 2019 with respect to her pre-Acquisition accruals under the terms of the Legacy Gannett Supplemental Retirement Plan; and (ii) a payment of $1,469,787 on January 2, 2020 with respect to her pre-Acquisition non-grandfathered notional account balance under the terms of the DCP. In July 2020, Ms. Wall will also be eligible to receive the following additional payments under the compensation programs of Legacy Gannett: (i) a severance payment of $4,358,649 made pursuant to the CIC Severance Plan in connection with the termination of her employment on January 3, 2020 comprised of an amount equal to (x) her annual base salary of $539,100, plus (y) her annual base salary during interim COO period prior to the Acquisition of $540,000, plus (z) her 3-year average annual incentive plan payment of $366,095, multiplied by a severance multiplier of 3, including an 18-month lump sum health benefits continuation payment of $20,063 and a pro-rated 2020 annual bonus plan payment based on the preceding 3-year average of $3,001; (ii) a payment of $1,862,017 for the additional benefit under the terms of the Legacy Gannett Supplemental Retirement Plan provided under CIC Severance Plan; (iii) a cash retention bonus payment of $275,000; (iv) accelerated vesting and delivery of 139,110 unvested restricted stock units; and (v) a payment of $388,110 in respect of unvested cash-settled performance units. Ms. Wall will also be eligible to receive payment of her remaining grandfathered and non-grandfathered notional account balances under the DCP that will be paid in accordance with her prior payment elections and the payment timing rules under the DCP, as applicable.

This Proposal 5A requests that stockholders approve an amendment to eliminate the 80% voting standard. As a result, if Proposal 5A is adopted, pursuant to the Delaware General Corporation Law, future amendments to our Certificate of Incorporation would require an affirmative vote of holders of a majority of the voting power of the Company’s then issued and outstanding shares of capital stock entitled to vote on the amendment. The full text of the proposed amendment is set forth in Appendix C to this Proxy Statement.

To alter, amend or repeal any Bylaw provision, other than those specific provisions described below, requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the Company’s then issued and outstanding shares of capital stock entitled to vote thereon, or a majority vote of the entire Board, under Part (a) of Article TENTH of the Certificate of Incorporation and Article IX of the Bylaws.

In addition, Part (b) of Article TENTH of the Certificate of Incorporation and Article IX of the Bylaws each requires that any alteration, amendment, repeal or adoption of any provisions inconsistent with the purpose and intent of any of the provisions listed below may only be approved by stockholders (and not the Board) and only by the affirmative vote of the holders of at least 80% of the voting power of the Company’s issued and outstanding shares of capital stock entitled to vote thereon:

This Proposal 5B requests that stockholders approve amendments to eliminate the supermajority voting standards and replace them with a majority voting standard in Article TENTH of the Certificate of Incorporation and Article IX of the Bylaws. In addition, if Proposal 5B is adopted, future amendments to any provision of the Bylaws could be adopted by majority approval of our stockholders or the Board. The full text of the proposed amendments is set forth in Appendix D to this Proxy Statement.

Currently, our Certificate of Incorporation and Bylaws provide that our directors may only be removed for cause and that the affirmative vote of the holders of at least 80% of the voting power of the Company’s then issued and outstanding shares of capital stock entitled to vote thereon is required to remove any director, or the entire Board, for cause, under Part (b) of Article FIFTH of the Certificate of Incorporation and Section 3.6 of the Bylaws. In addition, the affirmative vote of the holders of at least 80% of the voting power of the Company’s issued and outstanding shares of capital stock entitled to vote is thereon is required to fill vacancies on the Board resulting from removal of the entire Board, under Part (d) of Article FIFTH of the Certificate of Incorporation and Section 3.3 of the Bylaws.

This Proposal 5C requests that stockholders approve amendments to eliminate the supermajority voting standards and replace them with a majority voting standard in Parts (b) and (d) of Article FIFTH of the Certificate of Incorporation and Sections 3.3 and 3.6 of the Bylaws. The full text of the proposed amendments is set forth in Appendix E to this Proxy Statement.

Approval and adoption of Proposals 5A, 5B and 5C each requires the affirmative vote of holders of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. Any abstentions or broker non-votes will have the same effect as votes AGAINST Proposals 5A, 5B or 5C.

The Board unanimously recommends a vote “FOR” these proposals.

Proposals received from stockholders are given careful consideration by the Company in accordance with Rule 14a-8 under the Exchange Act. Stockholder proposals are eligible for consideration for inclusion in the proxy statement for the 2021 Annual Meeting if they are received by the Company no later than December 29, 2020, 120 days before the one year anniversary of the mailing date of this Proxy Statement. However, if the 2021 Annual Meeting is advanced or delayed by more than 30 days from the anniversary of the previous year’s meeting, to be timely, a stockholder proposal must be received no later than a reasonable time before the Company begins to print and send its proxy materials. In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for inclusion of stockholder proposals in company-sponsored proxy materials. Any proposals should be directed to the attention of the Company’s General Counsel at 7950 Jones Branch Drive, McLean, VA 22107-0150.

In order for a stockholder proposal, including proposals regarding director nominees, submitted outside of Rule 14a-8 to be considered “timely” within the meaning of Rule 14a-4(c), the Company’s Bylaws require that such proposal must be received by the Company not less than 90 days nor more than 120 days prior to the one-year anniversary of the immediately preceding annual meeting of stockholders. Accordingly, in order for a proposal relating to business to be conducted at our 2021 Annual Meeting to be “timely” under the Company’s Bylaws, it must be received by the Secretary of the Company at our principal executive office no earlier than February 8, 2021 and no later than March 10, 2021. However, in the event that the date of the 2021 Annual Meeting is advanced or delayed by more than 30 days from June 8, 2021, for a proposal by the stockholders to be timely, it must be received no earlier than the opening of business 120 days before the date of such annual meeting, and not later than the close of business on the 10th day after the earlier of the mailing of the notice of the annual meeting of stockholders or the day on which public announcement of the date of such meeting is made by the Company.

We file annual, quarterly and current reports, proxy statements and other information with the SEC that are available to the public on the website maintained by the SEC at www.sec.gov. In addition, our SEC filings are available, free of charge, on our website: www.gannett.com. Such information, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, will also be furnished without charge upon written request to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107-0150, Attention: Investor Relations.

A number of brokerage firms have instituted a procedure called “householding,” which has been approved by the SEC. Under this procedure, the firm delivers only one copy of the Annual Report and Proxy Statement to multiple stockholders who share the same address and have the same last name, unless it has received contrary instructions from an affected stockholder. If your shares are held in “street name,” please contact your bank, broker or other holder of record to request information about householding.

Stockholders of Record. If you vote on the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.

Street Name Holders. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.

Your election to receive proxy materials by email will remain in effect until you terminate it.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE ON THE PROPOSALS IDENTIFIED HEREIN. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED APRIL 28, 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN SUCH DATE, AND NEITHER THE MAILING OF THE PROXY MATERIALS TO STOCKHOLDERS NOR THE ELECTION OF THE NOMINEES DESCRIBED HEREIN WILL CREATE ANY IMPLICATION TO THE CONTRARY.

The proposed amendment to our Bylaws to implement majority voting for uncontested director elections (Proposal No. 4) is set forth below.

The third paragraph of Section 3.2 would be amended to read in its entirety as follows:

Except as provided in Section 3.3 of this Article III, a nominee for a director shall be elected to the Board of Directors if votes cast for such nominee’s election exceed the votes cast against such nominee’s election at any meeting of stockholders at which a quorum is present; provided, however, that nominees shall be elected by a plurality of votes cast at any meeting of stockholders for which (a) the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors pursuant to Section 2.20 of these Bylaws, and (b) such nomination or notice has not been withdrawn on or before the 10th day before the Corporation first mails its initial proxy statement in connection with such election of directors.

The proposed amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement applicable to an amendment of our Certificate of Incorporation (Proposal No. 5A) is set forth below.

Article FOURTEENTH would be amended to read in its entirety as follows:

FOURTEENTH: The Company reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Amended and Restated Certificate of Incorporation, the Bylaws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation.

The proposed amendments to our Certificate of Incorporation and Bylaws to eliminate supermajority voting requirements applicable to an amendment of our Bylaws (Proposal No. 5B) are set forth below.

Article TENTH would be amended to read in its entirety as follows:

TENTH: The Bylaws may be altered, amended or repealed, in whole or in part, either (i) by the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote thereon (and, for the avoidance of doubt, without approval of the Board of Directors) or (ii) by the affirmative vote of the majority of the Entire Board of Directors (and, for the avoidance of doubt, without approval of the stockholders).

Article IX would be amended to read in its entirety as follows:

SECTION 9.1 Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting (if there is one) of the stockholders or Board of Directors, as the case may be. All such alterations, amendments, repeals or adoptions must be approved by either the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Company entitled to vote thereon or by a majority of the Entire Board of Directors.

The proposed amendments to the Certificate of Incorporation and the Bylaws to eliminate supermajority voting requirements to remove directors for cause and to appoint directors in the event the entire Board of Directors is removed are set forth below.

Parts (b) and (d) of Article FIFTH would be amended to read in their entirety as follows:

(b) Removal. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any director or the Entire Board of Directors may be removed from office at any time, with or without cause, and only by the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors. The vacancy in the Board of Directors caused by any such removal shall be filled as provided in Part (d) of this Article FIFTH.

(d) Vacancies and Newly Created Directorships. Subject to the terms of any one or more classes or series of Preferred Stock, (i) any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and (ii) any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, by a sole remaining director or, solely in the event of the removal of the Entire Board of Directors, by the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors.

Sections 3.3 and 3.6 would be amended to read in their entirety as set forth below.

SECTION 3.3 Vacancies. Unless otherwise required by law or the Certificate of Incorporation, and subject to the terms of any one or more classes or series of preferred stock of the Corporation, (i) any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, (ii) any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director and (iii) solely in the event of the removal of the Entire Board of Directors, the resulting vacancies may be filled only by the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors.

SECTION 3.6 Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or electronic transmission to (i) the Chairman of the Board of Directors, if there be one, or to the Chief Executive Officer, if there is no Chairman of the Board, and (ii) the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock of the Corporation then outstanding, any director or the Entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the then issued and outstanding shares of capital stock of the Corporation entitled to vote in the election of directors. The vacancy or vacancies in the Board of Directors caused by any such removal shall be filled as provided in Section 3.3. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.