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 18, 2019

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 18, 2019, Gannett Co., Inc. (the "Company") appointed Barbara W. Wall, age 64, as its Chief Operating Officer on an interim basis.  In this role, Ms. Wall will report to the Company's Chief Executive Officer. Ms. Wall has served as the Company's Senior Vice President and Chief Legal Officer since 2015. She previously had served as Vice President & Senior Associate General Counsel since 2009 after joining the legal staff in 1985. Ms. Wall will continue in her role as Senior Vice President and Chief Legal Officer. Effective March 18, 2019, Ms. Wall entered into a letter agreement with the Company regarding her new role as interim Chief Operating Officer (the "Letter Agreement"). Pursuant to the Letter Agreement, Ms. Wall will receive additional compensation of $20,770 per bi-weekly paycheck, subject to applicable taxes and withholdings (approximately $45,000 per month), during the period in which she serves as Chief Operating Officer. Other than this additional cash compensation, her current compensation and associated benefits will remain the same.  A copy of the Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01
Other Events.
Elizabeth A. Allen, the Company's current Vice President, Associate General Counsel and Secretary, has been appointed General Counsel. On March 18, 2019, Robert J. Dickey, the Company's CEO and President, circulated a letter to Gannett employees regarding the new appointments of Ms. Wall and Ms. Allen, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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: March 18, 2019
By:  
/s/ Barbara W. Wall
 
   
Barbara W. Wall
 
   
Interim Chief Operating Officer, Senior Vice President and Chief Legal Officer
 


Exhibit 10.1


 
 
Dave Harmon
Chief People Officer

Friday, March 15, 2019


Barbara W. Wall
Delivered Electronically


Dear Barbara,

Congratulations on your new interim role as Chief Operating Officer (COO), while retaining your current role as Senior Vice President and Chief Legal Officer!   In this new role, you will manage our day-to-day operations, and the executives currently reporting to the Chief Executive Officer will report directly to you. This letter outlines the details related to your new interim role and related compensation.
 
INTERIM JOB TITLE:
 
Senior Vice President, Interim Chief Operating Officer and Chief Legal Officer
     
CURRENT ANNUAL BASE SALARY:
 
$539,100, subject to applicable taxes and withholdings
     
ADDITIONAL COMPENSATION FOR INTERIM COO ROLE 1 :
 
$20,770 per bi-weekly paycheck, subject to applicable taxes and withholdings (rounded up to the nearest whole dollar), equating to approximately $45,000 per month
     
REPORTING TO:
 
Robert J. Dickey, President and Chief Executive Officer
     
EFFECTIVE DATE:
 
Upon acceptance of this offer letter
1 Previously-approved compensation, with respect to your position as Senior Vice President and Chief Legal Officer, shall not be modified by the acceptance of this offer.

The additional compensation will be paid to you beginning with the first full payroll cycle following the effective date through the conclusion of the term of your role as interim Chief Operating Officer of the Company, as determined by the Executive Compensation Committee of the Board of Directors.

The Company hereby acknowledges that, at the conclusion of the term of your role as interim Chief Operating Officer of the Company, as long as you are an active employee, you will continue to engage in fulltime employment with the Company in the position of Senior Vice President and Chief Legal Officer, with the responsibilities attendant to such position, including that the General Counsel will continue to report to you. 

You and the Company hereby acknowledge that, for purposes of the Company's 2015 Change in Control Severance Plan as in effect from time to time (the "CIC Plan"), whether you have "Good Reason" to terminate your employment shall be determined relative to your duties as Senior Vice President and Chief Legal Officer of the Company without regard to any diminution of your duties that might result from your role as interim Chief Operating Officer of the Company before a Change in Control (within the meaning of the CIC Plan).

Confidentiality: You recognize and acknowledge that certain confidential business and technical information of Gannett Co., Inc., USA TODAY NETWORK, and their affiliates (collectively “Gannett”) that includes, information relating to financial

Mobile: 571.308.5571 Office: 703.854.3457 • dharmon@gannett.com
Gannett Co., Inc. • 7950 Jones Branch Drive • McLean, VA 22107






 
 
Dave Harmon
Chief People Officer


statements, customer identities, potential customers, suppliers, servicing methods, equipment, program strategies and information, databases and information systems, analyses, digital products, profit margins or other proprietary information used by Gannett is a valuable, special and unique asset of Gannett.  You shall not, at any time whether during the term or after the termination of your employment with Gannett Co., Inc., USA TODAY NETWORK, or any of their affiliates, use such information, or any part thereof, or disclose such information to any person, firm, corporation, association or other entity for any purpose other than for the benefit of Gannett.

We look forward to having you continue with the company, in what we expect will be a mutually rewarding relationship and productive experience. Should the terms of the offer be acceptable, we would appreciate you confirming your agreement by close of business on March 18, 2019. If you have questions, please let me know.

Sincerely,

Dave Harmon
Chief People Officer


Signed:


/s/ Barbara W. Wall
  March 18, 2019
 
Barbara W. Wall
 
Date
 




Mobile: 571.308.5571 Office: 703.854.3457 • dharmon@gannett.com
Gannett Co., Inc. • 7950 Jones Branch Drive • McLean, VA 22107


Exhibit 99.1

March 18, 2019

Dear Colleagues,

I am writing to share some leadership news. In order to focus on the succession process as well as the more recent external matters involving Gannett, I am pleased to announce that Barbara Wall has been appointed interim chief operating officer, effective immediately. In this new role, Barbara will manage our day-to-day operations, and the executives currently reporting to me will now report to her. I will continue in my role as president and CEO until May 7 or earlier if a successor is named before then.

Barbara has served as our guardian of the First Amendment since joining Gannett in 1985. She is a proven leader and has been a true partner to me and the rest of the management team since her appointment as chief legal officer in 2015. Barbara has also played a key role in advancing the cause of quality journalism and ensuring we can continue to deliver critical, trusted news to the communities we serve. Equally important, she has a deep understanding of our business and operations, so the board and I have full confidence in Barbara with her expanded duties.

In connection with this announcement, I am also pleased to share that Elizabeth Allen, our VP, associate general counsel and secretary, has been appointed general counsel. Liz Allen has been an incredible asset during her 14 years with Gannett. She has worked closely with Barbara to support our legal function for the last several years, especially in corporate governance, M&A, antitrust regulation, securities compliance and compensation, and she will continue to guide Gannett forward through the increasingly complex legal environment our industry faces.

As you know, I will be retiring this spring and the board is continuing its work to identify my successor — someone who shares our mission and has the skills and experience to ensure Gannett continues to be a news leader and trusted marketing services partner well into the future. This process is well underway and the deep bench of impressive talent at Gannett will continue to be instrumental in our ongoing work.

These announcements will help us stay focused on driving our business forward and further enhance our operations. We should all remain focused on our day-to-day responsibilities. As always, and consistent with our policy, if you receive any inquiries from the media, please refer them to Amber Allman, vice president of corporate communications, at 703-854-5358. Inquiries from analysts or investors should be referred to Stacy Cunningham, vice president of financial analysis and investor relations, at investors@gannett.com or 703-854-3168.

Please join me in congratulating Barbara and Liz on their new roles. I look forward to continuing to work together with all of you to provide innovative, digitally focused media and marketing solutions that strengthen communities across our network and create value for our stakeholders.

Best regards,

Bob Dickey
President and CEO, Gannett