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): May 8, 2018
GANNETT CO., INC.
(Exact name of registrant as specified in charter)
Delaware | 1-36874 | 47-2390983 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7950 Jones Branch Drive, McLean, Virginia, 22107-0910
(Address of principal executive offices, including zip code)
(703) 854-6000
(Registrants telephone number, including area code)
N/A
(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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Gannett Co., Inc. (the Company) held its 2018 annual meeting of stockholders (the 2018 annual meeting) on May 8, 2018. At the 2018 annual meeting, the Companys stockholders approved the proposed amendment no. 2 to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the Plan) described in the Companys definitive proxy statement on Schedule 14A for the 2018 annual meeting filed with the Securities and Exchange Commission on March 23, 2018 (the 2018 proxy statement). As a result of the amendment, among other matters, the number of shares available for issuance under the Plan was increased by 6,050,000 and the term of the Plan was extended to May 8, 2028. A copy of the amendment to the Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2018 annual meeting, the Companys stockholders voted on four proposals, each of which was described in the Companys 2018 proxy statement. The final voting results with respect to each proposal are set forth below.
Proposal 1
The Companys stockholders elected each of the eleven nominees named in the 2018 proxy statement, to serve on the Board of Directors for a one-year term expiring at the Companys 2019 annual meeting of stockholders or until their respective successors are duly elected and qualified or until their earlier resignation or removal, as set forth below:
Name of Director Nominee |
For | Against | Abstain |
Broker Non-
Votes |
||||||||||||
Matthew W. Barzun |
93,835,212 | 917,505 | 2,386,784 | 8,523,373 | ||||||||||||
John E. Cody |
93,773,567 | 986,457 | 2,379,477 | 8,523,373 | ||||||||||||
Stephen W. Coll |
93,896,062 | 861,497 | 2,381,942 | 8,523,373 | ||||||||||||
Robert J. Dickey |
93,821,047 | 985,932 | 2,332,521 | 8,523,373 | ||||||||||||
Donald E. Felsinger |
93,692,135 | 1,044,492 | 2,402,874 | 8,523,373 | ||||||||||||
Lila Ibrahim |
93,809,828 | 1,019,123 | 2,310,549 | 8,523,373 | ||||||||||||
Lawrence S. Kramer |
93,822,527 | 922,907 | 2,394,067 | 8,523,373 | ||||||||||||
John Jeffry Louis |
93,903,287 | 848,315 | 2,387,898 | 8,523,373 | ||||||||||||
Tony A. Prophet |
93,804,472 | 936,376 | 2,398,653 | 8,523,373 | ||||||||||||
Debra A. Sandler |
93,888,998 | 938,531 | 2,311,972 | 8,523,373 | ||||||||||||
Chloe R. Sladden |
93,878,229 | 935,119 | 2,326,152 | 8,523,373 |
Proposal 2
The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the Companys 2018 fiscal year, as set forth below:
For |
Against | Abstain | ||
104,875,608 | 586,771 | 200,496 |
There were no broker non-votes with respect to this proposal.
Proposal 3
The Companys stockholders approved amendment no. 2 to the Plan, as set forth below:
For |
Against | Abstain | Broker Non-Votes | |||
89,458,417 | 7,275,958 | 405,126 | 8,523,373 |
Proposal 4
The Companys stockholders approved, on a non-binding, advisory basis, the Companys executive compensation program as described in the 2018 proxy statement, as set forth below:
For |
Against | Abstain | Broker Non-Votes | |||
89,677,011 | 6,893,170 | 569,320 | 8,523,373 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 | Amendment no. 2 to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Gannett Co., Inc. | ||||||
Date: May 9, 2018 | By: |
/s/ Barbara W. Wall |
||||
Barbara W. Wall | ||||||
Senior Vice President and Chief Legal Officer |
Exhibit 10.1
Gannett Co., Inc.
2015 Omnibus Incentive Compensation Plan
Amendment Number 2
Subject to and effective upon obtaining the requisite stockholder approval for this Amendment at the Companys 2018 annual meeting of stockholders (the Effective Date), pursuant to Article 16 of the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan, as amended (the Plan), Gannett Co., Inc. hereby amends the Plan as follows:
1. The last sentence of Section 1.3 of the Plan is amended by replacing the reference to the tenth (10 th ) anniversary of the Effective Date with May 8, 2028.
2. Section 4.1 of the Plan is hereby amended by replacing the first sentence of such Section with the following:
Subject to Sections 4.2 and 4.4, the number of Shares reserved for issuance to Participants under this Plan is twenty-four million and fifty thousand (24,050,000).
3. Effective for awards granted on or after May 8, 2018, Section 6.10 is hereby amended by replacing such Section with the following:
6.10 Service Requirement for Options. Options granted to Participants on or after May 8, 2018, will be subject to a minimum vesting period requiring at least one year of service, with no installment vesting earlier than one year after the date of grant, provided that the Committee may adopt shorter vesting periods for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards.
Notwithstanding the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.
The Committee may accelerate vesting: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate, or (ii) in connection with a Change in Control in which the Equity Award is not continued or assumed (e.g., the Equity Award is not equitably converted or substituted for a similar award of the successor company).
4. Effective for awards granted on or after May 8, 2018, Section 7.9 is hereby amended by replacing such Section with the following:
7.9 Service Requirement for SARs. SARs granted to Participants on or after May 8, 2018, will be subject to a minimum vesting period requiring at least one year of service, with no installment vesting earlier than one year after the date of grant, provided that the Committee may adopt shorter vesting periods for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards.
Notwithstanding the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.
The Committee may accelerate vesting: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate, or (ii) in connection with a Change in Control in which the Equity Award is not continued or assumed (e.g., the Equity Award is not equitably converted or substituted for a similar award of the successor company).
5. Effective for awards granted on or after May 8, 2018, Section 8.8 is hereby amended by replacing such Section with the following:
8.8 Service Requirement for Restricted Stock and Stock Awards. Restricted Stock and Stock Awards granted to Participants on or after May 8, 2018, will be subject to a minimum vesting period requiring at least one year of service, with no installment vesting earlier than one year after the date of grant, provided that the Committee may adopt shorter vesting periods for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards.
Notwithstanding the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.
The Committee may accelerate vesting: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate, or (ii) in connection with a Change in Control in which the Equity Award is not continued or assumed (e.g., the Equity Award is not equitably converted or substituted for a similar award of the successor company).
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6. Effective for awards granted on or after May 8, 2018, Section 9.7 is hereby amended by replacing such Section with the following
9.7 Service Requirement for Restricted Stock Units, Performance Units and Performance Shares. Restricted Stock Units, Performance Units and Performance Shares granted to Participants on or after May 8, 2018, will be subject to a minimum vesting period requiring at least one year of service, with no installment vesting earlier than one year after the date of grant, provided that the Committee may adopt shorter vesting periods for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards.
Notwithstanding the foregoing, effective for Equity Awards granted on or after May 10, 2017, with respect to all Equity Awards that do not otherwise qualify for an exception from the minimum one year of service vesting requirement, up to five percent (5%) of the Shares authorized for issuance under the Plan in excess of eleven million (11,000,000) Shares may be granted without regard to the one year of service vesting requirement.
The Committee may accelerate vesting: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate, or (ii) in connection with a Change in Control in which the Equity Award is not continued or assumed (e.g., the Equity Award is not equitably converted or substituted for a similar award of the successor company).
7. Except as amended above, the Plan shall remain in full force and effect, and no changes by this Amendment shall modify, affect or impact Awards granted before May 8, 2018.
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of this 8th day of May, 2018.
GANNETT CO., INC. | ||
By: |
/s/ Barbara W. Wall |
|
Name: |
Barbara W. Wall |
|
Title: |
Senior Vice President & Chief Legal Officer |
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