Delaware
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001-36097
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38-3910250
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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GCI
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New York Stock Exchange
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Preferred Stock Purchase Rights
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N/A
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New York Stock Exchange
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Item 5.07 |
Submission of Matters to a Vote of Security Holders
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1. |
The Company’s stockholders elected eight directors to serve until the 2021 Annual Meeting of Stockholders, and until their successors are elected and duly qualified, subject to earlier
retirement, resignation or removal. The results of the vote are summarized in the table below.
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Director Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes*
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Mayur Gupta
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79,720,414
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2,343,237
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34,210,812
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Theodore P. Janulis
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63,914,745
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18,148,906
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34,210,812
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John Jeffry Louis III
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79,509,046
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2,554,605
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34,210,812
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Maria M. Miller
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79,559,857
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2,503,794
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34,210,812
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Michael E. Reed
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76,186,086
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5,877,565
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34,210,812
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Debra A. Sandler
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79,471,200
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2,592,451
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34,210,812
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Kevin M. Sheehan
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62,152,631
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19,911,020
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34,210,812
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Barbara W. Wall
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79,708,201
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2,355,450
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34,210,812
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2. |
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2020. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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113,497,313
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2,164,515
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612,635
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3. |
The Company’s stockholders voted, on an advisory basis, on the Company’s executive compensation. The results of the vote are summarized in the table
below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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57,071,081
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24,575,671
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416,899
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34,210,812
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4. |
The Company’s stockholders did not approve an amendment to the Amended and Restated Bylaws to implement majority voting in uncontested director elections. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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79,882,258
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1,998,356
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183,037
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34,210,812
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5. |
The Company’s stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend certain provisions of
the Amended and Restated Certificate of Incorporation. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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79,293,441
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2,546,294
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223,916
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34,210,812
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6. |
The Company’s stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements
to amend the Amended and Restated Bylaws. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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79,184,046
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2,653,722
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225,883
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34,210,812
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7. |
The Company’s stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements
to remove directors and to appoint directors in the event that the entire Board of Directors is removed. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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79,233,644
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2,579,114
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250,893
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34,210,812
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8. |
The Company’s stockholders did not approve a non-binding stockholder proposal requesting that the Board of Directors prepare an annual “journalism report” detailing the Company’s commitment to
news. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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23,890,490
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46,638,310
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11,469,781
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34,275,882
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* |
Broker non-votes are instances where a broker holding shares of record for a
beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under
NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine
matters. Brokers who did not receive instructions were not entitled
to vote on the election of directors, approval of executive compensation, the proposals regarding amending the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws and the stockholder proposal, but they
were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.
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GANNETT CO., INC.
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Date: June 9, 2020
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By:
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/s/ Douglas E. Horne
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Douglas E. Horne
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Chief Financial Officer
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