UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
 
March 9, 2023
 
GANNETT CO., INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
001-36097
38-3910250
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

7950 Jones Branch Drive, McLean, Virginia
  
22107-0910
(Address of principal executive offices)
  
(Zip Code)

(703) 854-6000
  
Not Applicable
(Registrant's telephone number, including area code)
  
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
GCI
The New York Stock Exchange
Preferred Stock Purchase Rights
N/A
The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01
Changes in Registrant's Certifying Accountant.

(a)
Dismissal of Ernst & Young LLP

On March 9, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of Gannett Co., Inc. (the “Company”) dismissed Ernst & Young LLP (“Former Auditor”) as the Company’s independent registered public accounting firm effective March 9, 2023.

The Former Auditor’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2021 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal years, and through March 9, 2023, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the matter in their report.

The Company has requested that the Former Auditor furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of that letter, dated March 13, 2023, is attached as Exhibit 16.1 to this Form 8-K.

(b)
Appointment of Grant Thornton LLP

On March 9, 2023, the Audit Committee of the Board of Directors of the Company approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.

During the Company’s fiscal years ended December 31, 2021 and December 31, 2022 and through March 10, 2023, the Company did not consult with Grant Thornton on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, in each case where either written or oral advice was provided that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description


Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 13, 2023


104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE
 
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Gannett Co., Inc.
     
Date:  March 13, 2023
By:
/s/ Douglas E. Horne
   
Douglas E. Horne
   
Chief Financial Officer and Chief Accounting Officer (principal financial and principal accounting officer)
 
Exhibit 16.1

March 13, 2023
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Ladies and Gentlemen:
 
We have read Item 4.01 of Form 8-K dated March 9, 2023, of Gannett Co., Inc. and are in agreement with the statements contained in the second and third paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
 
/s/ Ernst & Young LLP