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): December 7, 2018 (November 30, 2018)
 
GANNETT CO., INC.
(Exact name of registrant as specified in its 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)
 
(Zip Code)
(703) 854-6000
(Registrant’s telephone number, including area code)
Not Applicable
(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 the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On November 30, 2018, Gannett Co., Inc. (the “Company”) entered into an employment retention agreement with Barbara W. Wall, the Company’s Senior Vice President and Chief Legal Officer (the “Agreement”). Pursuant to the Agreement, if Ms. Wall continues her employment with the Company at least through November 29, 2019, she will receive a retention payment in the gross amount of $475,000, less applicable payroll withholdings and deductions.

Item 9.01
Exhibits.
 
(d)
Exhibits

Exhibit No.
 
Description
  
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: December 7, 2018
 
 
 
By:
 
 /s/ Barbara W. Wall
 
 
 
 
 
 
Barbara W. Wall
 
 
 
 
 
 
Senior Vice President and Chief Legal Officer



Employment Retention Agreement

This Employment Retention Agreement (the “ Agreement ”) is made and entered into as of November 30, 2018, by and between Gannett Co., Inc. (the “ Company ”) and Barbara W. Wall (“ Executive ”).

WHEREAS, the Company wants Executive to continue her employment with the Company at least through November 29, 2019; and

WHEREAS, subject to the terms of this Agreement, Executive is willing to remain employed by the Company at least through November 29, 2019.

NOW THEREFORE, in consideration of Executive’s continued employment as described in this Agreement, the Company and Executive agree as follows:

1.            Retention Payment .  Subject to the terms of this Agreement, Executive shall be eligible for, and the Company shall pay to Executive, a retention payment in the gross amount of $475,000, less applicable payroll withholdings and deductions (the “ Retention Payment ”).  Executive shall not be eligible for, and shall not be paid, the Retention Payment if Executive resigns from her employment with the Company for any reason on or prior to November 29, 2019.  Executive shall be eligible for, and the Company shall pay, the Retention Payment to Executive if the Company terminates Executive’s employment with the Company without cause on or before November 29, 2019 (a “Termination without Cause”), or if Executive remains employed by the Company through November 29, 2019.  If Executive is eligible to receive the Retention Payment, the Company shall pay the Retention Payment to Executive in one lump sum cash payment on the earlier of (i) the first regularly scheduled pay date after the date of the Termination without Cause, or (ii) the first regularly scheduled pay date after November 29, 2019 if Executive remains employed with the Company through November 29, 2019.

2.            At-will Employment .  Nothing in this Agreement shall change Executive’s status as an at-will employee of the Company, meaning that either the Company or Executive may terminate the employment relationship at any time and for any reason. In addition, for purposes of clarity and the avoidance of doubt, nothing in this Agreement shall change, modify or alter in any way Executive’s participation or rights in any Company plan, program, or arrangement in which she is participating or under which she has rights.

3.            Miscellaneous .  This Agreement contains all of the understandings and representations between the Company and Executive relating to any retention payment and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention payment; provided , however , that this Agreement shall not supersede any other written agreements between the Company and Executive, which shall remain in full force and effect.  This Agreement shall be governed by the laws of the Delaware without giving effect to the conflict of laws provisions thereof to the extent such rules would require or permit application of the laws of any other jurisdiction.
1



EXECUTIVE
 
GANNETT CO., INC.
         
         
/s/ Barbara W. Wall
 
By:
/s/ Robert J. Dickey
Barbara W. Wall
 
Robert J. Dickey
         
         
Date:  
November 30, 2018
 
Date:  
November 30, 2018




[ signature page to Employment Retention Agreement ]