UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx☒    Filed by a Party other than the Registrant¨☐

Check the appropriate box:

TEGNA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MARCH 18, 201611, 2019

Dear Shareholder:

On behalf of your Board of Directors and management, we cordially invite you to attend the Annual Meeting of Shareholders to be held on May 5, 2016April 25, 2019 at 10:00 a.m. ET at the Company’s headquarters located at 7950 Jones Branch Drive,Boro Station Conference Center, 1785 Greensboro Station Place, McLean, Virginia 22107.VA 22102.

At this meeting, our shareholders will vote on matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. We also will provide a report on our Company, including an update on the Company’s performance, as we approach the one year anniversary of the separation transaction, and entertain questions of general interest to shareholders.

2015 was a pivotal year for our Company – a year in which the hard work of transforming our business to position it for success in the digital age culminated in the creation of TEGNA, a company comprised of a portfolio of high-growth, high-margin media and digital businesses that provide content that matters and brands that deliver.

At TEGNA, we continue to empower the people we serve by delivering highly relevant, usefulproduce trusted, impactful and smartinnovative content when and how people need it, to make the best decisions possible – always focusing on delivering value to our shareholders.across all platforms. As always, our foundationpurpose remains to serve the greater good of our long-standing commitment to provide outstanding journalism across our TEGNA Media stations that better serves our communities.communities through empowering stories, impactful investigations and innovative marketing services.

We are proud of the successful efforts made by our more than 10,000approximately 5,300 employees in drivingcontinuing to drive TEGNA’s continuing transformation,long-term strategy, finding new ways to engage audiences in today’s multi-platform environment and enhancing our alignment with the evolving needs of consumers, advertisers and marketers.

Thank you for your continued support.

Cordially,

Marjorie MagnerHoward D. Elias Chairman of the Board		Gracia C. MartoreDavid T. Lougee President and Chief Executive Officer

7950 Jones Branch Drive, McLean,8350 Broad Street, Suite 2000, Tysons, Virginia 2210722102    (703) 854-7000873-6600

Notice of Annual Meeting of Shareholders

The Board of Directors has set the close of business on March 7, 2016February 25, 2019 as the record date to determine the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

An admission ticket is required for attendance at the Annual Meeting. Please see page 5860 of the Proxy Statement for instructions about obtaining tickets.

By Action of the Board of Directors,

Akin S. Harrison

Senior Vice President, Associate General Counsel and Secretary

McLean,Tysons, Virginia

March 18, 201611, 2019

Your Vote Is Important. Your shares should be represented at the annual meeting whether or not you plan to attend. If you do not wish to vote in person or if you will not be attending the annual meeting, you may vote by proxy. Shareholders of record can vote by proxy over the internet or by telephone by following the instructions provided in the notice of internet availability of proxy materials that was previously mailed to you or, if you requested printed copies of the proxy materials, you can also vote by mail, by telephone or on the internet as instructed on the proxy card you received. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, please follow the instructions provided to you by that organization. You may revoke your proxy and vote in person if you decide to attend the annual meeting.

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Send your completed and signed proxy card using the enclosed envelope

Attending the meeting

This Notice of Annual Meeting and Proxy Statement are first being delivered to shareholders on or about March 18, 2016.11, 2019.

2018: Strong Results & Award-Winning Journalism

From our innovative content, impactful investigations and accretive acquisitions to our people, purpose and performance, we are making strong progress in diversifying our revenue and cash flow streams and creating value for our shareholders, all while continuing to serve the greater good of our communities.

2015: A Pivotal Year2018 also saw our Company achieve strong financial results. Overall company revenue increased 16 percent to $2.2 billion, driven by strong subscription revenue growth and record political advertising revenue. This growth drove adjusted EBITDA to $781 million for the year, producing anon-GAAP EPS of $1.83 per diluted share.*

In addition, we introduced several new multiplatform initiatives across our markets that were a direct result of our recurring, structured innovation process. We launched digital-first episodic investigations like “Mothers Matter,” strengthened our multiplatform news fact-checking segments like VERIFY and debuted innovative local news programs like “Get Up DC!”

2015 was a pivotal year in the history of our Company. We began the year as Gannett Co., Inc., a company primarily comprised of three distinct, leading businesses – a high margin, growing broadcasting business, a fast growing digital business and an innovative publishing business. To allow each business to focus on its specific strengths and objectives, on June 29, 2015, we spun-off our publishing business, which retained the name Gannett Co., Inc. (“Gannett”), to our shareholders (the “Spin-off”), retained the broadcasting and digital businesses and changed our name to TEGNA Inc. (the “Company”). The Spin-off has allowed us to focus on our significant opportunities for growth through our broadcasting and digital businesses.

Over the past several years, we have transformed our Company, catalyzed by our acquisitions of Belo Corp. in December 2013 and Cars.com on October 1, 2014, and culminating with the Spin-off, from a publishing and broadcasting company into a faster-growing, higher margin broadcasting and digital company. We have been a top performer in our industry as evidenced by our outstanding total shareholder returns. Our portfolio is comprised of 46 television stations covering more than 35 million households and leading edge digital businesses led by Cars.com and CareerBuilder. As a result, we believe we are well positioned to deliver strong growth into the future.

Although the Board of Directors, like the Company, underwent changes during 2015 in connection with the Spin-off, the Company was able to retain a significant amount of continuity on the Board of Directors and the Company’s leadership team:

Proposal 1—Election of Directors

YOUR BOARD OF DIRECTORS

The Board of Directors is currently composed of teneleven directors. The Board of Directors held ten meetings during 2015.2018. Each director attended allat least 87% of the meetings of the Board and its committees on which he or she served that were held during the period for which he or she served as a director or committee member, as applicable, during 2015.2018. All directors then serving on the Board attended the 20152018 Annual Meeting in accordance with the Company’s policy that all directors attend the Annual Meeting.

Nominees elected to our Board at the 20162019 Annual Meeting will serveone-year terms expiring at the Company’s 20172020 Annual Meeting of Shareholders. The Board, upon the recommendation of its Nominating and Public ResponsibilityGovernance Committee, has nominated the following nominees, each of whom the Board believes will be available and able to serve as a director:individuals: Gina L. Bianchini, Howard D. Elias, Stuart J. Epstein, Lidia Fonseca, Jill Greenthal, Marjorie Magner, Gracia C. Martore,David T. Lougee, Scott K. McCune, Henry W. McGee, Susan Ness, Bruce P. Nolop, Neal Shapiro and Neal Shapiro.Melinda C. Witmer. The Board believes that each of the nominees will be available and able to serve as a director. If any nominee becomes unable or unwilling to serve, the Board may do one of three things: recommend a substitute nominee, reduce the number of directors to eliminate the vacancy, or fill the vacancy later. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated.

TheUnder the Company’sBy-laws, provide that the 2019 director nominees arewill be elected by the vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected, in which case directors shall be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. At the 2016 Annual Meeting, the number of nominees equals the number of directors to be elected so the majority vote standard shall apply. If an incumbent nominee does not receive an affirmative majority of the votes cast, he or she is required to submit a letter of resignation to the Board’s Nominating and Public ResponsibilityGovernance Committee, which would recommend to the Board the action to be taken with respect to the letter of resignation. The Board is required to act on the Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.

The Company’s Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees to serve as directors of the Company until the Company’s 20172020 Annual Meeting and until their successors are elected and qualified.

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Board Leadership Structure

BOARD LEADERSHIP STRUCTURE

Our Board regularly reviews the Company’s Board leadership structure, how the structure is functioning and whether the structure continues to be in the best interest of our shareholders. Our Board has determined that having an independent director serve as the Chairman of the Board is currently the best leadership structure for the Company. Separating the positions of Chairman and CEO allows the CEO to focus on executing the Company’s strategic plan and managing the Company’s operations and performance and permits improved communications between the Board, the CEO and other senior leaders of the Company. Our

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PROPOSAL 1—ELECTION OF DIRECTORS

Board regularly reviews the Company’s Board leadership structure, how the structure is functioning and whether the structure continues to be in the best interest of our shareholders.Leadership Structure

The duties of the Chairman of the Board include:

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board believes that evaluating how senior leadership identifies, assesses, manages and monitors the various risks confronting the Company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board oversees the Company’s risk management function through regular discussions with senior leadership, considering the Company’s risks in the context of the Company’s strategic plan and operations. In addition, the Company has implemented an enterprise risk management program to enhance the Board’s and management’s ability to identify, assess, manage and respond to strategic, market, operational and compliance risks facing the Company.

While the Board has primary responsibility for overseeing the Company’s risk management function, each committee of the Board also considers risk within its area of responsibility. For example, the Audit Committee is primarily responsible for reviewing risks relating to accounting and financial controls and the Executive Compensation Committee reviews risks relating to compensation matters. The Board is apprised by the committee chairs of significant risks and management’s response to those risks via periodic reports. While the Board and its committees oversee the Company’s risk management function, management is responsible for implementing day-to-day risk management processes and reporting to the Board and its committees on such matters.

With respect to risk related to compensation matters, the Executive Compensation Committee with the assistance of its independent compensation consultant has reviewed the Company’s executive compensation program and has concluded that the program does not create risks that are reasonably likely to have a material adverse effect on the Company. The Executive Compensation Committee believes that the design of the Company’s annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long term profitability and shareholder value creation and does not encourage unnecessary or excessive risk taking at the expense of long-term results.

DIRECTOR INDEPENDENCE

The Board of Directors has determined that, other than Gracia C. Martore, all of our current directors are, and all directors who served during the Company’s most recently completed fiscal year were, “independent” of the Company within the meaning of the rules governing NYSE-listed companies. For a director to be “independent” under the NYSE rules, the Board of Directors must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an

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Director Independence

organization that has a relationship with the Company. To assist it in making these determinations, the Board has determined that the following categories of relationships between a director and the Company are not material:

In making its independence determinations, our Board considered all relationships, direct and indirect, between each director and our Company that were identified in questionnaires completed by each Board member.

Consistent with the NYSE rules, the Company’s Principles of Corporate Governance call for the Company’s non-management directors to meet in regularly scheduled executive sessions without management as they deem appropriate. The Company’s non-management directors held five executive sessions in 2015, and will meet in executive sessions as appropriate throughout 2016.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; RELATED TRANSACTIONS

Our Company has not had compensation committee interlocks with any other company, nor has our Company engaged in any material related transactions since December 29, 2014, the first day of our last fiscal year. Although no such related transactions have occurred or are anticipated, the Board will consider any other future transactions involving the Company, on the one hand, and any of its officers or directors, on the other hand, on a case-by-case basis, and any such approved transaction involving a director will be considered in assessing his or her independence.

On December 8, 2015, the Board approved a related person transaction policy that formalized procedures the Company already had in place relating to transactions with related persons by outlining the procedures that directors not involved in the transaction will follow in connection with reviewing certain transactions involving the Company and related persons. The policy takes into account the categories of transactions that the Board has determined are not material in making determinations regarding independence and requires directors and executive officers to notify the Company’s chief legal officer of any potential related person transactions.

CORPORATE GOVERNANCE

The Board and the Company have instituted strong corporate governance practices, a number of which are described above, to ensure that the Company operates in ways that support the long-term interests of our shareholders. Other important corporate governance practices of the Company include the following:

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PROPOSAL 1—ELECTION OF DIRECTORS

Corporate Governance

Additional information regarding the Company’s corporate governance practices is included in the Company’s Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of the Company’s website atwww.tegna.com. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion of the Company’s compensation-related governance practices.

SHAREHOLDER ENGAGEMENT

The Company is committed to the interests of its shareholders and recognizes that communicating with shareholders on a regular basis is a critical component of the Company’s corporate governance program. As part of this commitment, the Company actively engages with its shareholders in order to fully understand their viewpoints concerning the Company, to garner feedback on what we can do better and to help our shareholders better understand our performance and strategic plan. In addition to answering questions from shareholders on its quarterly earnings calls, Company management regularly engages with investors by participating in industry media conferences. Management also meets in person and by telephone with many shareholders at other times throughout the year to solicit input and answer questions on a variety of topics. Company management shares shareholder viewpoints with the Board, and the Executive Compensation Committee takes this feedback into account when it reviews the Company’s executive compensation program. We believe our regular engagement with shareholders has been productive and provides an open exchange of ideas and perspectives for both the Company and its shareholders.

In anticipation of the completion of the Spin-off, the Company held an Investor Day in June 2015 to discuss the strategy, growth opportunities, financial projections and capital structure of its post-Spin-off business. Our Board reviewed and fully supported the strategic framework for long term value creation that we articulated during our Investor Day. This strategic framework continues to be the foundation for the Company’s growth going forward. More recently, during the fourth quarter of 2015, the Company reached out to shareholders representing more than 50% of our outstanding shares in order to understand their viewpoints concerning the Company following the Spin-off, including those in relation to corporate governance and compensation matters, and to offer an opportunity to meet with our Chairman and our President and CEO. Shareholder response to our outreach program has been favorable. The Company also has a policy that all of our directors attend our Annual Meeting of Shareholders, which presents yet another opportunity for us to engage directly with our shareholders. For those who are unable to attend any of our investor meetings, transcripts of all management presentations are available on our website atwww.tegna.com. Any shareholder who has an inquiry or meeting request is invited to contact Jeff Heinz, Vice President/Investor Relations, at 703-854-6917.

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Information About Directors

INFORMATION ABOUT DIRECTORS

TheOur Board members of our Board have a diverse set of qualifications, skills and experiences and also reflect diversity of age, tenure and gender. The Board regularly evaluates its composition to determine if there are areas for improvement. Our recent director refreshment activities led the Board to elect two new directors during 2018, supplementing the existing skills and experience of our Board and resulting in 5 of our 10 independent directors having less than 3 years of tenure.

AGE		TENURE		GENDER

DIRECTOR SKILLS

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Information About Directors

The Nominees

The following director nominees are currently serving on the Board and have been unanimously nominated by the Board on the unanimous recommendation of the Nominating and Public ResponsibilityGovernance Committee to stand forre-election at the Company’s 20162019 Annual Meeting for aone-year term. The principal occupation and business experience of each nominee, including the reasons the Board believes each of them should bere-elected to serve another term on the Board, are described below.

The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the election of the nominees to serve as directors.

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Information About Directors

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Information About Directors

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Information About Directors

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Information About Directors

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Committees of the Board of Directors

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings of the Board and its fourfive committees: the Audit Committee, Executive Committee, ExecutiveLeadership Development and Compensation Committee, Public Policy and Regulation Committee and Nominating and Public ResponsibilityGovernance Committee. The following chart shows the current membershipsmembership and chairpersonschairperson of each of our Board committees and the number of committee meetings held during 2015.2018.

C –  Chairperson

Audit Committee

The Audit Committee assists the Board of Directors in its oversight of financial reporting practices and the quality and integrity of the financial reports of the Company. Each member of the Audit Committee meets the independence requirements of the SEC as well as those of the NYSE. In addition, the Board has determined that each of Bruce P. Nolop and Stuart J. Epstein is an audit committee financial expert, as that term is defined under the SEC rules. This Committee met teneight times in 2015.2018.

Executive Committee

The Executive Committee may exercise the authority of the Board between Board meetings, except as limited by Delaware law. ThisThe Executive Committee did not meet in 2015.2018.

ExecutiveLeadership Development and Compensation Committee

The ExecutiveLeadership Development and Compensation Committee discharges the Board’s responsibilities relating to the compensation of the Company’s directors and executives and has overall responsibility for the Company’s compensation plans, principles and programs. The Committee’s duties and responsibilities include reviewing and approving on an annual basis corporate goals and objectives relevant to the compensation of the Company’s CEO and other senior executives, including members of the TEGNA Leadership Team and certain other Company officers. The Committee also monitors the Company’s human resources practices, including its performance in diversity and equal employment opportunity.

The Committee also is responsible for reviewing and discussing with management the Compensation Discussion and Analysis (CD&A) disclosures contained later in the Company’sthis Proxy Statement, and for making a recommendation as to whether the CD&A disclosures should be so included and incorporated by reference into the Company’s Annual Report on Form10-K. The Board of Directors has determined that each member of the Committee meets the independence requirements of the SEC as well as those of the NYSE. This Committee met fivesix times in 2015.2018.

The Committee has primary responsibility for administering the Company’s equity incentive plans and in that role is responsible for approving equity grants to our senior executives. The Committee historically has delegated to the CEO the authority for approving equity grants to employees other than our senior executives mentioned above within the parameters of a pool of shares approved by the Committee. This provides flexibility for equity grants to be made to employees below the senior leadership level who are less familiar to the Committee.

Under its charter, the Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The Committee is directly responsible for the appointment, compensation and oversight of any such consultant, counsel or adviser, and the Company shall provide appropriate funding for payment of reasonable compensation to any

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Committees of the Board of Directors

such consultant, counsel or adviser, as determined by the Committee. In selecting a consultant, counsel or adviser, the Committee evaluates its independence by considering the following six factors and any other factors the Committee deems relevant to the adviser’s independence from management:

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Committees of the Board of Directors

The Committee retains Meridian Compensation Partners, LLC (Meridian) as its consultant to advise it on executive compensation matters. After considering the six factors used by the Committee to evaluate independence, the Committee determined that Meridian is an independent compensation consultant in accordance with applicable SEC and NYSE rules.

Meridian participates in Committee meetings as requested by the chairman of the Committee and communicates directly with the chairman of the Committee outside of meetings. Meridian specifically has provided the following services to the Committee:

Nominating and Public ResponsibilityGovernance Committee

The Nominating and Public ResponsibilityGovernance Committee is charged with identifying individuals qualified to become Board members, recommending to the Board candidates for election orre-election to the Board, and considering from time to time the Board committee structure and makeup. The Committee also monitors the Company’s human resources practices, including its performance in diversity and equal employment opportunity, monitors the Company’s performance in meeting its obligations of fairness in internal and external matters, and takes a leadership role with respect to the Company’s corporate governance practices. In 2015, the Committee focused much of its attention on continuing to identify potential director candidates for both the Company and Gannett Co., Inc. in anticipation of the Spin-off. This Committee met fivethree times in 2015.2018.

The Nominating and Public ResponsibilityGovernance Committee charter sets forth certain criteria for the Committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the Committee considers whether director candidates have relevant experience in business and industry, government, education and other areas, and monitors the mix of skills and experience of directors in order to assure that the Board has the necessary breadth and depth to perform its oversight function effectively. The charter also encourages the Committee to work to maintain a board that reflects the diversity, in terms of gender, age, race and other self-identified diversity attributes of the communities we serve. The Committee evaluates potential candidates against these requirements and objectives. For those director candidates who appear upon first consideration to meet the Committee’s criteria, the Committee will engage in further research to evaluate their candidacy.

The Nominating and Public ResponsibilityGovernance Committee periodically retains search firms to assist in the identification of potential director nominee candidates based on criteria specified by the Committee and in evaluating and pursuing individual candidates at the direction of the Committee. The Committee will also consider timely written suggestions from shareholders. Shareholders wishing to suggest a candidate for director nomination for the 20172020 Annual Meeting should mail their suggestions to TEGNA Inc., 7950 Jones Branch Drive, McLean,8350 Broad Street, Suite 2000, Tysons, Virginia 22107,22102, Attn: Secretary. Suggestions must be received by the Secretary of the Company no earlier than December 27, 2019 and no later than January 25, 2017.16, 2020. The manner in which the Committee evaluates director nominee candidates suggested by shareholders will be consistent with the manner in which the Committee evaluates candidates recommended by other sources.

TheBy-laws of the Company establish a mandatory retirement age of 7073 for directors who have not been executives of the Company and 65 for directors who have served as executives, except that the Board of Directors may extend the retirement age beyond 65 for

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Committees of the Board of Directors

directors who are or have been the CEO of the Company. The Company’s Principles of Corporate Governance also provide that a director who retires from, or has a material change in responsibility or position with, the primary entity by which that director was

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Committees of the Board of Directors

employed at the time of his or her election to the Board of Directors shall offer to submit a letter of resignation to the Nominating and Public ResponsibilityGovernance Committee for its consideration. The Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken.

In September 2018, Mr. Epstein accepted a new position when he became chief financial officer of DAZN Group and in January 2019, Ms. Fonseca accepted a new position when she became chief digital and technology officer of Pfizer Inc. In accordance with the procedures outlined in the Company’s Principles of Corporate Governance, each of Mr. Epstein and Ms. Fonseca submitted a letter of resignation to the Committee for consideration. In each case, the Committee recommended that the Board not accept the resignation and the Board accepted the Committee’s recommendation. It was the sense of the Committee, and the Board more generally, that Mr. Epstein’s new role with DAZN Group would enhance the significant media and technology experience that he brings to the Board and that Ms. Fonseca’s new role with Pfizer would enhance the substantial data analytics and information technology expertise that she contributes to the Board.

Public Policy and Regulation Committee

The Public Policy and Regulation Committee assists the Board in its oversight of risks relating to certain legal, regulatory, compliance, public policy and corporate social responsibility matters that may impact the Company’s operations, performance or reputation. The Committee’s duties and responsibilities include reviewing and providing guidance to the Board about legal, regulatory and compliance matters concerning media, antitrust and data privacy laws, rules and regulations and monitoring legislative and regulatory trends and public policy developments that may affect the Company’s operations, strategy, performance or reputation. The Public Policy and Regulation Committee also is responsible for reviewing compliance with the Company’s Ethics Policy and assuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing or adopting additions or amendments to the Ethics Policy as appropriate. Each member of the Committee meets the independence requirements of the SEC as well as those of the NYSE. This Committee met four times in 2018.

COMMITTEE CHARTERS

The written charters governing the Audit Committee, the ExecutiveLeadership Development and Compensation Committee, the Nominating and Governance Committee and the NominatingPublic Policy and Public ResponsibilityRegulation Committee, as well as the Company’s Principles of Corporate Governance, are posted on the Corporate Governance page under the “Investors” menu of the Company’s website atwww.tegna.com. under the “Investors” menu. You may also obtain a copy of any of these documents without charge by writing to: TEGNA Inc., 7950 Jones Branch Drive, McLean,8350 Broad Street, Suite 2000, Tysons, Virginia 22107,22102, Attn: Secretary.

CORPORATE GOVERNANCE

The Board and the Company have instituted strong corporate governance practices, a number of which are described above, to ensure that the Company operates in ways that support the long-term interests of our shareholders. Other important corporate governance practices of the Company include the following:

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Corporate Governance

Additional information regarding the Company’s corporate governance practices is included in the Company’s Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of the Company’s website atwww.tegna.com. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion of the Company’s compensation-related governance practices.

SHAREHOLDER ENGAGEMENT

The Company is committed to acting in the best interests of its shareholders, and views ongoing dialogue with shareholders as a critical component of the Company’s corporate governance program. As part of this commitment, the Company actively engages with its shareholders in order to fully understand their viewpoints concerning the Company, to garner feedback on areas for improvement, and to help our shareholders better understand our performance and long-term strategic plan. We believe our regular engagement with shareholders has been productive and provides an open exchange of ideas and perspectives for both the Company and its shareholders.

Company management regularly engages with many of its investors through in person and telephonic meetings throughout the year to solicit input and answer questions on a variety of topics. Company management provides the Board with regular updates regarding its shareholder outreach efforts as well as feedback received from shareholders, which helps to influence our policies and practices. In 2018, the Company strengthened its ability to engage with and respond to its shareholders when we appointed John Janedis, who previously served as managing director and senior equity research analyst for media, cable and telecom at Jefferies LLC, to serve as our senior vice president, capital markets and investor relations.

During 2018 and early in 2019, the Company actively engaged with shareholders, reaching out to shareholders representing, in the aggregate, more than 50% of our outstanding shares in order to understand their viewpoints concerning a variety of topics, including the following:

The Company also has a policy that all of our directors attend our Annual Meeting of Shareholders, which presents yet another opportunity for us to engage directly with our shareholders. All of the standing directors, and those nominated for election at the time, attended the Company’s 2018 Annual Meeting of Shareholders.

For those who are unable to attend any of our investor meetings, transcripts of all management presentations are available on our website atwww.tegna.com. Any shareholder who has an inquiry or meeting request is invited to contact John Janedis, Senior Vice President/Capital markets and Investor relations, at703-873-6222.

THE BOARD’S ROLE IN RISK OVERSIGHT

Evaluating how senior leadership identifies, assesses, manages and monitors the various risks confronting the Company is one of the most important areas of the Board’s oversight. In carrying out this critical responsibility, the Board oversees the Company’s risk management function through regular discussions with senior leadership, considering the Company’s risks in the context of the Company’s strategic plan and operations. In addition, the Company has an enterprise risk management program to enhance the Board’s and management’s ability to identify, assess, manage and respond to strategic, market, operational and compliance risks facing the Company.

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The Board’s Role in Risk Oversight

While the Board has primary responsibility for overseeing the Company’s risk management function, each committee of the Board also considers risk within its area of responsibility and the Company’s management team continuously identifies and manages the Company’s risks:

With respect to risks relating to compensation matters, the Leadership Development and Compensation Committee, with the assistance of its independent compensation consultant, has reviewed the Company’s executive compensation program and has concluded that the program does not create risks that are reasonably likely to have a material adverse effect on the Company. The Leadership Development and Compensation Committee views the design of the Company’s annual cash and long-term equity incentives as providing an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term profitability and shareholder value creation and does not encourage unnecessary or excessive risk taking at the expense of long-term results.

CORPORATE SOCIAL RESPONSIBILITY

TEGNA is driven by our strongly-held purpose to serve the greater good of our communities. Our culture is defined by our values of inclusion, integrity, innovation, impact and results. Through impactful journalism, local community engagement, sustainability initiatives, diversity and inclusion efforts and workforce development, we believe we can drive business results while making a positive difference in our communities.

Our Board supports these efforts and has delegated the oversight of the Company’s corporate social responsibility efforts to its Public Policy and Regulation Committee. The Public Policy and Regulation Committee reviews and reports to our Board on a periodic basis on the Company’s corporate social responsibility and sustainability efforts, which include:

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PROPOSAL 1—ELECTION OF DIRECTORS

Corporate Social Responsibility

DIRECTOR INDEPENDENCE

The Board of Directors has determined that, other than David T. Lougee, all of our current directors are, and all directors who served during the Company’s most recently completed fiscal year were, “independent” of the Company within the meaning of the rules governing NYSE-listed companies. For a director to be “independent” under NYSE rules, the Board of Directors must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. To assist it in making these determinations, the Board has determined that the following categories of relationships between a director and the Company are not material:

In making its independence determinations, our Board considered all relationships, direct and indirect, between each director and our Company that were identified in questionnaires completed by each Board member.

Consistent with the NYSE rules, the Company’s Principles of Corporate Governance call for the Company’snon-management directors to meet in regularly scheduled executive sessions without management as they deem appropriate. The Company’snon-management directors held five executive sessions in 2018 and will meet in executive sessions as appropriate throughout 2019.

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PROPOSAL 1—ELECTION OF DIRECTORS

Annual Board Performance Evaluation

ANNUAL BOARD PERFORMANCE EVALUATION

The Company believes in continuously improving its corporate governance practices in order to support the Company’s performance. In 2018, the Board retained an independent consultant experienced in corporate governance matters to conduct anin-depth study of the Board’s effectiveness and to assist it with the annual performance evaluation process. The consultant interviewed each director to obtain his or her assessment of the effectiveness of the Board and its committees, including identifying opportunities for the Board to enhance its effectiveness. The Board then met with the consultant to discuss the consultant’s findings and recommendations for enhancing the Board’s overall operation and effectiveness. As a result of this process, the Board implemented a number of the consultant’s recommendations.

ETHICS POLICY

The Company has long maintained a code of conduct and ethics (the “Ethics Policy”) that sets forth the Company’s policies and expectations. The Ethics Policy, which applies to every Company director, officer and employee, addresses a number of topics, including conflicts of interest, relationships with others, corporate payments, the appearance of impropriety, disclosure policy, compliance with laws, corporate opportunities and the protection and proper use of the Company’s assets. The Ethics Policy meets the NYSE’s requirements for a code of business conduct and ethics as well as the SEC’s definition of a code of ethics applicable to the Company’s senior officers. Neither the Board of Directors nor any Board committee has ever granted a waiver of the Ethics Policy.

The Ethics Policy is available on the Corporate Governance page under the “Investors” menu of the Company’s website at www.tegna.com.www.tegna.com under the “Investors” menu. You may also obtain a copy of the Ethics Policy without charge by writing to: TEGNA Inc., 7950 Jones Branch Drive, McLean,8350 Broad Street, Suite 2000, Tysons, Virginia 22107,22102, Attn: Secretary. Any additions or amendments to the Ethics Policy, and any waivers of the Ethics Policy for executive officers or directors, will be posted on the Corporate Governance page under the “Investors” menu of the Company’s website and similarly provided to you without charge upon written request to this address.

The Company has a telephone hotline staffed by an independent third party for employees and others to submit their concerns regarding violations or suspected violations of the Company’s Ethics Policy or violations of law and for reporting any concerns regarding accounting or auditing matters on a confidential anonymous basis. Employees and others can report concerns by calling1-800-695-1704 or by emailing or writing to the addresses provided in the Company’s Ethics Violation Reporting Policy found on the Corporate Governance page of the Company’s website atwww.tegna.comunder the “Investors” menu of the Company’s website.menu. Any concerns regarding accounting or auditing matters so reported will be communicated to the Company’s Audit Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; RELATED TRANSACTIONS

Our Company has not had compensation committee interlocks with any other company, nor has our Company engaged in any material related transactions since January 1, 2018, the first day of our last fiscal year. Although no such related transactions have occurred or are anticipated, the Board will consider any other future transactions involving the Company, on the one hand, and any of its officers or directors, on the other hand, on acase-by-case basis, and any such approved transaction involving a director will be considered in assessing his or her independence.

The Company has adopted a related person transaction policy that outlines the procedures that directors not involved in the transaction will follow in connection with reviewing certain transactions involving the Company and related persons. The policy takes into account the categories of transactions that the Board has determined are not material in making determinations regarding independence and requires directors and executive officers to notify the Company’s general counsel of any potential related person transactions.

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PROPOSAL 1—ELECTION OF DIRECTORS

Report of the Audit Committee

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in its oversight of financial reporting practices and the quality and integrity of the financial reports of the Company, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function. The Audit Committee appoints and is responsible for setting the compensation of the Company’s independent registered public accounting firm. In selecting the Company’s independent registered public accounting firm, the Audit Committee considers, among other things, historical and recent performance of the current independent audit firm, known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, industry experience, the experience and qualifications of the lead partner, firm capabilities and audit approach, and the independence of the audit firm. The Committee reviews the firm’s qualifications on an annual basis, assessing, among other things, the quality of its service, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity and professional skepticism. In conducting this review, the Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.

The Audit Committee also provides oversight of the Company’s internal audit function including the review of proposed audit plans and the coordination of such plans with the Company’s independent registered public accounting firm. The Audit Committee oversees the adequacy and effectiveness of the Company’s accounting and financial controls and the guidelines and policies that govern the process by which the Company undertakes financial, accounting and audit risk assessment and risk management. The Audit Committee also is responsible for reviewing compliance with the Company’s Ethics Policy and assuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing or adopting additions or amendments to the Ethics Policy as appropriate. In connection with the Ethics Policy, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of any accounting or auditing concerns. The Audit Committee operates under a formal written charter that has been adopted by the Board of Directors.

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PROPOSAL 1—ELECTION OF DIRECTORS

Report of the Audit Committee

The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm, nor can the Committee certify that the independent registered public accounting firm is “independent” under applicable rules. The Committee serves a board-levelBoard-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Committee’s members in business, financial and accounting matters.

During fiscal years 20142017 and 2015,2018, the Company’s independent registered public accounting firm for each of those years, Ernst & Young LLP (“EY”), billed the Company the following fees and expenses:

The Audit Committee has adopted a policy for thepre-approval of services provided by the Company’s independent registered public accounting firm. Under the policy, particular services or categories of services have beenpre-approved, subject to a specific budget. Periodically, but at least annually, the Audit Committee reviews and approves the list ofpre-approved services and the maximum threshold cost of performance of each. The Audit Committee is provided with a status update on all EY services performed by the Company’s independent registered accounting firm periodically throughout the year and discusses such services with management and EY.the independent registered accounting firm. Pursuant to itspre-approval policy, the Audit Committee has delegatedpre-approval

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PROPOSAL 1—ELECTION OF DIRECTORS

Report of the Audit Committee

authority for services provided by EYthe Company’s independent registered accounting firm to its Chair, Bruce P. Nolop. Mr. Nolop maypre-approve up to $100,000 in services provided by EY,the independent registered accounting firm, in the aggregate at any one time, without consultation with the full Audit Committee, provided he reports such approved items to the Audit Committee at its next scheduled meeting. In determining whether a service may be provided pursuant to thepre-approval policy, consideration is given to whether the proposed service would impair the independence of the independent registered public accounting firm.

In connection with its review of the Company’s 20152018 audited financial statements, the Audit Committee received from EY written disclosures and a letter regarding EY’s independence in accordance with applicable requirements of the Public Company Accounting Oversight Board, including a detailed statement of any relationships between EY and the Company that might bear on EY’s independence, and has discussed with EY its independence. The Audit Committee considered whether the provision ofnon-audit services by EY is compatible with maintaining EY’s independence. EY stated that it believes it is in full compliance with all of the independence standards established by the various regulatory bodies. The Audit Committee also discussed with EY various matters required to be discussed by Statements on Auditing Standards No. 16, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the PCAOB in Rule 3200T, including, but not limited to, the selection of and changes in the Company’s significant accounting policies, the basis for management’s accounting estimates, EY’s conclusions regarding the reasonableness of those estimates, and the disclosures included in the financial statements.

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PROPOSAL 1—ELECTION OF DIRECTORS

Report of the Audit Committee

The Audit Committee met with management, the Company’s internal auditors and representatives of EY to review and discuss the Company’s audited financial statements for the fiscal year ended December 31, 2015.2018. Based on such review and discussion and based on the Audit Committee’s reviews and discussions with EY regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’sForm 10-K for the 20152018 fiscal year, and the Board has approved that recommendation.

The Audit Committee has engaged PricewaterhouseCoopers LLP to replace EY as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019. See “Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm” for more information.

Audit Committee

Bruce P. Nolop, Chair

Jill GreenthalStuart J. Epstein

Marjorie MagnerLidia Fonseca

Susan NessScott K. McCune

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Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors is responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. Theregistered public accounting firm.

Following a comprehensive, competitive process, on October 8, 2018, the Audit Committee has appointed Ernst & Youngof the Board of Directors approved the engagement of PricewaterhouseCoopers LLP (EY)(“PwC”) as the Company’s independent registered public accounting firm for ourthe Company’s fiscal year ending December 31, 2016.2019 and dismissed EY was first appointedeffective upon the conclusion of its audit of the Company’s independent registered public accounting firm in 2005 and weconsolidated financial statements for the year ended December 31, 2018. We believe that the retentionappointment of EYPwC is in the best interests of the Company and its shareholders. Upon the recommendation of the Audit Committee, the Board of Directors is submitting the appointment of EYPwC as the Company’s independent registered public accounting firm for shareholder ratification at the 20162019 Annual Meeting.

The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the ratification of the appointment of Ernst & YoungPricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current year.

OurBy-laws do not require that the shareholders ratify the appointment of EYPwC as our independent registered public accounting firm. We are seeking ratification because we value our shareholders’ views on the Company’s independent registered accounting firm and believe it is a good corporate governance practice. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain EY,PwC, but in its discretion may choose to retain EYPwC as the Company’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its shareholders.

The reports of EY on the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2018 and 2017, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused them to make reference thereto in their reports. During the years ended December 31, 2018 and 2017, there were no “reportable events” requiring disclosure pursuant to paragraph (a)(1)(v) of Item 304 of RegulationS-K.

During the Company’s two most recent fiscal years ended December 31, 2017 and December 31, 2018, neither the Company nor anyone on its behalf consulted PwC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of RegulationS-K or a reportable event as described in Item 304(a)(1)(v) of RegulationS-K.

The Audit Committee believes it is important for the independent auditor to maintain its objectivity and independence. In accordance with SEC rules and EYPwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to our Company. For lead and concurring review audit partners, the maximum number of years of service in that capacity is five years. The Audit Committee and its Chairman are involved in the process for selecting the lead audit partner.

A representativeOne or more representatives of EY and PwC is expected to be present at the 20162019 Annual Meeting. The EYEach representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

The approval of this Proposal 2 requires the affirmative vote of a majority of the votes that could be cast by the shareholdersshares of common stock present in person or represented by proxy and entitled to vote.vote at the 2019 Annual Meeting. Your bank, broker or other intermediary may vote without your instructions on this proposal.

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Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis section, references to “the Committee” are to the ExecutiveLeadership Development and Compensation Committee of the Board of Directors. References to “NEOs” are to our Named Executive Officers, who for the 20152018 fiscal year were: Gracia C. Martore,David T. Lougee, President and Chief Executive Officer, Victoria D. Harker, Executive Vice President and Chief Financial Officer, David T. Lougee, President/TEGNA Lynn Beall (Trelstad)*, Executive Vice President and Chief Operating Officer—Media John A. (Jack) Williams, President/TEGNA Digital,Operations, and Todd A. Mayman, Executive Vice President/Chief Legal and Administrative Officer.

On June 29, 2015,As previously reported, in connection with an internal corporate reorganization, the position of Executive Vice President/Chief Legal and Administrative Officer of the Company completedhas been eliminated, resulting in the previously announced separationtermination of its publishing businessemployment without cause of Mr. Mayman. Effective as of January 1, 2019, Akin S. Harrison has been promoted to the position of Senior Vice President, General Counsel and its affiliated digital platformsSecretary, replacing Mr. Mayman in an executive officer role responsible for the Company’s legal affairs. Mr. Mayman departed from its broadcasting and digital businesses in order to create two publicly traded companies with impressive scale and financial strength. In connection with the Spin-off, Robert J. Dickey resigned from his position with the Company in order to become the President and Chief Executive Officer of Gannett Co., Inc. (Gannett). Mr. Dickey is included in certain sections of this Proxy Statement as a result of the compensation he earned prior to the Spin-off as President/U.S. Community Publishing.March 2019. When we discuss in this Compensation“Compensation Discussion and Analysis sectionAnalysis” our compensation objectives for our NEOs for 20152019 and prospectively, we are addressing only those NEOs who are continuing to serve as executive officers: Ms. Martore,Mr. Lougee, Ms. Harker Mr. Lougee, Mr. Williams and Mr. Mayman,Ms. Beall, unless otherwise noted.

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EXECUTIVE COMPENSATION

Executive Summary

Executive Summary

This Executive Summary will provide an overview of the following key areas:Shareholder Return, Performance Highlights, Pay for Performance, Leadership Development and Compensation Committee Responsibilities, Guiding Principles, Compensation-Related Governance Practices and Say on Pay.

SHAREHOLDER RETURN

These graphs show that our Company’s stock outperformed the S&P 500 Index and an index comprised of the Company’s 2015-2017 TSR Peer Group (“Peer Group”) over the 1-year, 3-year and 5-year periods ending December 31, 2015. (See page 25 of this Proxy Statement for a list of the companies included in the Peer Group.) The S&P 500 Index includes 500 U.S. companies in the industrial,

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EXECUTIVE COMPENSATION

Executive Summary

utilities and financial sectors and is weighted by market capitalization. The total returns of the Peer Group also are weighted by market capitalization. The 1-year, 3-year and 5-year graphs depict representative results of investing $100 in the Company’s common stock, the S&P 500 Index and Peer Group (excluding AOL Inc. and Media General Inc. due to completed and pending acquisitions) at market close on December 31 of 2014, 2012 and 2010, respectively. They assume that dividends were reinvested monthly with respect to the Company’s common stock, daily with respect to the S&P 500 Index and monthly with respect to each Peer Group company, with the Company’s post-Spin-off results calculated using the combined result of one TEGNA share and one-half Gannett share beginning June 29, 2015.

PERFORMANCE HIGHLIGHTS

Highlights of the Company’s 20152018 performance included:

PAY FOR PERFORMANCE

The Committee supports compensation policies that place a heavy emphasis on pay-for-performance, and has committed that for each year at least 50% of NEO annual equity awards (based on number of shares) will be performance-based awards that are earned or paid out based on the achievement of performance targets. In 2015, the percentage of NEO annual equity awards (based on number of shares) that were performance-based ranged from approximately 58% for most NEOs, to 69% for our CEO. Based on award value, 75% of our CEO’s annual equity award and 65% of the annual equity award of each of the other NEOs was performance-based. The Company awards performance shares that may be earned based on how the Company’s total shareholder return (TSR) compares to the TSR of the Company’s Peer Group during a three-year measurement period.

*	“Beall” is Ms. Trelstad’s maiden name and the name she uses for business purposes. “Trelstad” is her married and legal name. Ms. Trelstad is referred to throughout this Proxy Statement as Ms. Beall.

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EXECUTIVE COMPENSATION

Executive Summary

Reconciliations of the followingnon-GAAP financial measures to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form10-K, filed March 1, 2019: adjusted EBITDA—page 25;non-GAAP earnings per share—page 24; and free cash flow—page 25.

PAY FOR PERFORMANCE

The Committee supports compensation policies that place a heavy emphasis on pay for performance. Having our NEOs receive a higher proportion of their long-term awards as performance shares that may be earned, if at all, based on the Company’s achievement of performance goals established by the Committee rather than restricted stock units (which are service-based) strengthens the pay for performance aspect of the Company’s long-term incentive program. The percentage of NEO annual equity awards granted on March 1, 2018 (based on award value) that were performance-based were 65% for our CEO and 55% for each of the other NEOs.

The following chart compares Ms. Martore’s Adjusted Summary Compensation Table (SCT) CompensationPresident and RealizedCEO Target Pay between 2013 and 2015 in comparison to our cumulative 3-year total shareholder return relative to the Peer Group. During this period, her Realized Pay has exceeded her Adjusted SCT Compensation due to outstanding absolute and relative total shareholder returns.Mix

Ms. Martore’s Realized Pay between 2013 and 2015 consisted of:

The amount of pay presented for Ms. Martore and other NEOs in the Summary Compensation Table includes the grant date fair value of long-term incentive awards for accounting purposes. Based on the performance of our share price and how the Company’s total shareholder return compares to the total shareholder returns of our Peer Group, the amount of pay actually realized by our NEOs from these awards may differ significantly from their accounting value. As a result, we believe it is useful to compare Ms. Martore’s Realized Pay between 2013 and 2015 with her Adjusted SCT Compensation for the same period. For this purpose, we define:

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EXECUTIVE COMPENSATION

Executive Summary

The preceding chart and table are not substitutes for the information required to be included in the Summary Compensation Table, but provide additional information with regard to Ms. Martore’s pay.

LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE RESPONSIBILITIES

The Committee oversees the Company’s executive compensation program and is responsible for:

The Committee also regularly reviews other components of executive compensation, including benefits, perquisites and post-termination pay.

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EXECUTIVE COMPENSATION

Executive Summary

GUIDING PRINCIPLES

In making its NEO compensation decisions, the Committee is guided by the following principles:

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EXECUTIVE COMPENSATION

Executive Summary

COMPENSATION-RELATED GOVERNANCE PRACTICES

The Board’s commitment to strong corporate governance practices extends to the compensation plans, principles, programs and policies established by the Committee. The Company’s compensation-related governance practices and policies of note include the following:

 

•✓

Performance-based pay. We provide theThe majority of the compensation forwe provided to our NEOs in the form of performance-based compensation.is performance-based.

 

•✓

Outcome alignment. Each year we review the Company’s compensation and financial performance against internal budgets, financial results from prior years and Peer Group market data to make sure that executive compensation outcomes are aligned with the absolute and relative performance of the Company.

 

•✓

Clawback. We have a recoupment policy which provides that fraud or intentional misconduct by any employee that results in an accounting restatement due to material non-compliance with the securities laws would trigger a recoupment of certain incentive compensation from the responsible employee, as determined by the Committee.provides:

That fraud or intentional misconduct by any employee that results in an accounting restatement due to materialnon-compliance with the securities laws would trigger a recoupment of certain incentive compensation from the responsible employee, as determined by the Committee; and

That the Committee may recoup up to 3 years of an employee’s incentive compensation if that employee’s gross negligence or intentional misconduct caused the Company material harm (financial, competitive, reputational or otherwise).

 

•✓

All newchange-in-control arrangements are double trigger without excise taxgross-ups. ExecutivesSeverance for executives who became eligible to participate in a change-in-controlchange in control severance plan after April 15, 2010 will not receive severance if they voluntarily terminate their employment without good reason following a change in control of the Company,is double trigger and those executives are not eligible for an excise taxgross-up.

✓

Double-trigger equity vesting upon a change in control. A change in control of the Company will only accelerate full vesting of equity awards granted to executives after 2015 if the awards are not continued or assumed in connection with the change in control or the recipient has a qualifying termination of employment within two years following the date of the change in control.

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EXECUTIVE COMPENSATION

Executive Summary

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EXECUTIVE COMPENSATION

Executive Summary

SAY ON PAY

At last year’s annual meeting of shareholders, approximately 96%93% of the votes cast were in favor of the Company’s Say on Pay proposal, indicating strong support for the Company’s executive compensation program, including the long-term incentive program described in the Company’s 20152018 Proxy Statement. The Committee will continue to consider the outcome of the Company’s Say on Pay votes when making future NEO compensation decisions.

OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM

Key Components of Annual Compensation Decisions

The Company has designed an executive compensation program that is currently comprised of several components, as more fully discussed in the pages that follow. The key components of the Company’s annual compensation decisions are described in the following table.

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EXECUTIVE COMPENSATION

How the Committee Determines NEO Compensation

HOW THE COMMITTEE DETERMINES NEO COMPENSATION

The Committee determines NEO compensation in its sole discretion based on its business judgment, informed by the experience of the Committee members, input from the Committee’s independent compensation consultant, market data, management’s and the Committee’s assessment of the NEOs andNEO, achievement of key performance indicators, the Company’s performance and progress towards achievement of its strategic plan. While the Committee takes management recommendations into account when determining NEO compensation, the Committee relies primarily on its collective judgment of the performance of the Companyplan and our NEOs in light of the challenges confronting our businesses and our progress toward achieving the Company’s strategic plan. business.

The Committee does not focus on any one particular objective, formula or financial metric, but rather on what it considers to be value-added quantitative and qualitative goals in furtherance of our compensation guiding principles described in the Executive Summary of this Compensation Discussion and Analysis.

Factors Considered by the CommitteeKey Performance Indicators

The Committee usesassesses the degree and extent of achievement of key performance indicators (KPIs) as itsa principal evaluation tool for making NEO compensation decisions. KPIs, set annually for each of our executive officers, consist of individually designed qualitative and quantitative goals organized around individual, operating unit and/or Company performance in the areas of revenue, profit, productthree areas:

Each NEO’s KPIs include multiple items in each of the three areas. The KPIs are intended to be challenging but realistic, with a high degree of difficulty in achieving all of the goals set for each NEO. Accordingly, the Committee’s assessment of NEO performance versus KPIs is holistic, with no particular weighting ascribed to achievement of any particular item in any area.

While the Committee takes into consideration the degree of achievement of each NEO’s KPIs and the Company performance goals and financial measures set forth above in making compensation decisions, the Committee exercises its business judgment, in its sole discretion, to set NEO compensation.

Comparative Market Data

To assist the Committee in making decisions affecting 2015 NEO compensation opportunities, Company management provided it with a report regarding, among other things, executive compensation trends and practices,data, which the Committee reviewed and used in itsyear-end compensation decisions. Management also reviewedThe report included data from the Willis Towers Watson Media Compensation Survey, the Willis Towers Watson General Industry Executive Compensation Survey, the Croner Digital Content and Technology Survey and proxy data from Equilar, a widely used source of detailed executive compensation information (collectively, “Comparative Market Data”). The Company

Through use of this data, the Committee compares its NEO salaries, bonusesbonus opportunities and equity compensation opportunities to those of companies in the media sector and other companies with comparable revenues and ratios of profits to revenues in order to get a general understanding of the compensation structures maintained by similarly situated companies and to confirm that the elements of our compensation program—program and the range of amounts we pay our executives for each element—element are appropriate in the context of the broad market reference points provided by the Comparative Market Data.that context. The CompanyCommittee does not, however, target elements of compensation to a certain range, percentage or percentile within the Comparative Market Data.

BASE SALARY

We pay our NEOs base salaries to compensate them for service in their executive role. Salaries for NEOs take into account:

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EXECUTIVE COMPENSATION

How the Committee Determines NEO Compensation

Based on these factors, and the Company’s strong 2014 performance, the Committee set 20152018 NEO base salaries at the same level as were implemented following the completion of the Cars.comSpin-off, as follows:

ANNUAL BONUSES

ANNUAL BONUS OPPORTUNITY

Our NEOs participate in an annual bonus program, which offers incentive opportunity linked to attainment of the Company’s annual financial and qualitative performance goals and each executive’s KPIs set at the beginning of the year.program. Bonuses are short term compensation designed to reflect the individual NEO’s contribution to overall Company results and Company performanceattainment of strategic business objectives during the past year andyear. Annual bonuses therefore can vary significantly in amount from year to year.

TheIn early 2018, the Committee, in consultation with its independent compensation consultant, considersconsidered amounts for bonus guidelinesopportunity developed by our President and CEO and Senior VP/Vice President/Chief Human Resources Officer and Vice President/Total Rewards and HR Services.Officer. These guideline amounts are calculated by multiplying the NEO’s base salary by a target percentage which takes into account:

Based on these factors, management recommended, and the Committee approved the following 20152018 bonus guideline opportunities for our NEOs:

For purposesANNUAL BONUS PAYOUT FOR 2018

The extent to which a bonus is earned by an NEO is determined by the Committee, informed by attainment of the amountCompany’s annual financial and qualitative performance goals, individual contributions made by the NEO during the year and each NEO’s KPIs set at the beginning of the bonuses actually paid,year.

In addition to assessing individual KPI achievement, the Committee also considers the financial performance of the Company across a variety of financial measures which, for 2018, included total revenues, operating income, net income, earnings per share, Adjusted EBITDA, EBITDA margins, subscription revenue and free cash flow as a percentage of revenue. The Committee selected these financial measures for 2018 because it considers them to be broad enough to capture the most significant financial aspects of an organization as large as ours yet also focused enough to represent the financial measures that we believe drive our financial success as a pure-play media company.

In assessing Company achievement of these financial performance measures, the Committee compares them to management budgets approved by the Board at the beginning of the year and financial results from prior years and takes into account the Company’s financial performance relative to its peer companies, as well as industry and market conditions. Finally, the Committee evaluates the performance of our executives and the roles played by each of them in achieving critically important strategic transactions.

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EXECUTIVE COMPENSATION

How the Committee Determines NEO Compensation

In reaching its 2018 bonus decisions, the Committee considered the role of the management team in contributing to the Company’s progress in creating shareholder value and the achievement of the operational and financial results described in the “Executive Summary” above; and the following Company financial metrics and strategic accomplishments in reaching its bonus decisions for 2015:contributions made by each NEO versus his or her KPIs during the year:

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EXECUTIVE COMPENSATION

How the Committee Determines NEO Compensation

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EXECUTIVE COMPENSATION

In addition,How the Committee considered the following contributions made by eachDetermines NEO in reaching its 2015 bonus decisions:Compensation

Based on the foregoing, the Committeefactors, awarded 20152018 annual bonuses to our NEOs as follows:

LONG-TERM INCENTIVES

We use equity-based awardsIn 2017, upon becoming a pure-play broadcasting company following the Cars.comSpin-off and the sale of CareerBuilder, the Committee, with the assistance of Meridian and Company management, engaged in a seven-month review of the Company’s long-term incentive program (the “LTI Program”). The purpose of the review was to recognizeassess the design, structure and competitiveness of the LTI Program, including to (1) evaluate whether the LTI Program continued to create appropriate incentives to motivate long-term financial and operational performance of certain executives who drive the development and execution ofin line with our business strategiesstrategy, (2) address the significant amount of M&A activity that had taken place in the media industry which had created challenges in creating a meaningful total shareholder return (“TSR”) peer group for the Company of other “pure play” broadcasters, and goals. The primary purposes(3) determine whether the LTI Program was competitive with the programs of these awards arethe Company’s peer group. (For additional information regarding such M&A activity, see “Impact of Certain Transactions on Performance Share Awards Involving 2016-2018 TSR Peer Group Members.”) Company management, on behalf of the Committee, also solicited input from the Company’s shareholders regarding the changes to align further the executive’sLTI Program it was considering.

Following this review, during which the Company received positive shareholder feedback regarding its proposed changes to the LTI Program, the Committee decided to continue the use of RSUs in the LTI Program, but determined that it was in the best interests with those of the Company’s shareholders and employees to modify the Company’s longer-term objectives, to drivePerformance Share awards as follows:

The Committee chose a2-year performance cycle for the Performance Shares in order to address the significant cyclical revenue increase the Company may issueexperiences in even-numbered years due to (1) political spending duringmid-term and presidential election years as a result of the Company’s strong political footprint, and (2) the summer and winter Olympic games, resulting from the Company being the largest group owner of stations affiliated with NBC, which broadcasts the Olympic games.

Performance Shares—2018 Awards

Under the revised Performance Share program, on March 1, 2018, senior executives received grants of Performance Shares representing the right to receive shares of Company common stock (Performance Shares) to senior executives followingat the completionend of a three- yearthree-year service period beginning onending February 28, 2021 (the 2018 Performance Share grant) if and to the grant date (Incentive Period)extent certain performance goals are satisfied during atwo-year performance cycle ending December 31, 2019 (the 2018-2019 performance cycle). Generally, if an executive remains in continuous employment withUnder the Company duringrevised Performance Share program, grants are made, and a newtwo-year performance cycle begins each year. At the Incentive Period,end of eachtwo-year performance cycle, the number of Performance Shares that the executive will receiveshares of Company common stock earned will be determined based upon the Company’s level of achievement versus the financial performance target or targets set by the Committee for that cycle. Any earned shares of Company common stock will not be distributed to executives until

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after the completion of the three-year service period. If the Company fails to meet threshold performance against a financial performance metric at the end of any performance cycle, no Performance Shares will be earned and no payout of shares of Company common stock will be made with respect to that financial performance metric.

For the 2018 Performance Share grants, the Committee adopted two financial performance metrics that will be measured over the2018-19 performance cycle, as follows:

For purposes of the 2018 Performance Share grants:

The following table illustrates the ranges of potential payouts based on threshold, target and maximum performance levels for each financial performance metric adopted by the Committee for the2018-19 performance cycle:

The Company does not publicly disclose its expectations of how it will perform on a prospective basis in future periods or specific long-term incentive plan targets applicable under its compensation programs due to potential competitive harm. The target performance goals for Adjusted EBITDA and Free Cash Flow for the 2018-2019 performance cycle are designed to be appropriately challenging based on internal forecasts and the Company’s historical results, and there is a risk that payments will not be made at all or will be made at less than 100% of the target amount.

With certain exceptions for terminations due to death, disability, retirement (defined as 65 years of age or at least 55 years of age with at least 5 years of service) or a change in control of the Company, Performance Shares generally vest on the expiration of the three-year vesting service period only if the executive continues to be employed by the Company through the last day of the vesting service period.

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howHow the Committee Determines NEO Compensation

Following the end of the vesting service period, each executive who has earned Performance Shares will receive the number of shares of Company common stock that the executive has earned, less withholding taxes. Dividends are not paid or accrued on Performance Shares.

A change in control of the Company will accelerate full vesting of the 2018 Performance Share grants only if the grants are not continued or assumed (e.g., the grants are not equitably converted or substituted for awards of the successor company) in connection with the change in control or the executive has a qualifying termination of employment within two years following the date of the change in control. In the event of a change in control occurring prior to the expiration of the applicable performance period, the executive will receive the target number of Performance Shares set forth in the executive award agreement for that Performance Share grant. In the event of a change in control occurring after the expiration of the applicable performance period but prior to the expiration of the applicable vesting service period, the executive will receive the number of Performance Shares earned during the applicable performance cycle.

Performance Shares—2017 and 2016 Awards

Prior to February 2018, the Company granted Performance Shares with payouts determined based on the Company’s total shareholder return (TSR) comparesmeasured relative to the TSRs of a peer group of media companies (TSR Peer Group) duringover a three-year period beginning on the grant date (the Incentive Period. By tying the payout of the Performance Shares to the Company’s TSR, a purely objective standard, the Committee is aligning executive compensation with shareholders’ interests.Period).

For each grant ofpre-2018 Performance Shares, the Company’s TSR over the applicable Incentive Period is ranked against the TSR of each company in the TSR Peer Group, overselected for that Incentive Period by the Incentive Period. The Committee, with assistance from its independent compensation consultant, selects certainof media and digital companies based on the similarity of their businesses and operations to be included inthose of the Company at the time of the awards . (In anticipation of the Cars.comSpin-off and the potential sale of CareerBuilder, the Committee selected a 2017-2019 TSR Peer Group based onconsisting solely of media companies.)

The Company’s TSR Peer Groups for the Committee’s assessment of2017-2019 and 2016-2018 Incentive Periods impacting the similar nature ofcompensation that may be realized by the peer companies’ business operations.NEOs are as follows:

20152017 – 20172019 TSR Peer Group

20142016 – 20162018 TSR Peer Group

2013 – 2015 TSR Peer Group

For additional information regarding the Company’s TSR Peer Groups, see “Impact of Certain Transactions on Performance Share Awards Involving 2013-20152016-2018 TSR Peer Group Members” on page 2729 of this Proxy Statement.

For purposes of thepre-2018 Performance Share Plan,awards, a company’s TSR generally equals a fraction, the numerator of which is the company’s stock price change plus the dividends paid on such stock (which are assumed to be reinvested in the stock) from the first day of the Incentive Period to the applicable measurement date, and the denominator of which is the company’s closing stock price on the business day preceding the first day of the Incentive Period.

For each Incentive Period, the Committee will calculatecalculates the number of Performance Shares earned by multiplying the target number of Performance Shares (as specified in the executive’s award agreement) by a percentage based upon the Company’s3-year TSR percentile, determined byperformance ranked against the numberTSR performance of the TSR Peer Group companies whose 3-year TSR is exceeded by the Company’s 3-year TSR during the Incentive Period.Group.

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The percentages for each Incentive Period are set forth on the following table, with percentiles between the thresholds determined by straight line interpolation:

Relative TSR performance is measured at the end of each of the last four quarters in the Incentive Period and thea hypothetical payout is calculated. The average results of these measurementspayouts are used to calculate the actual number of Performance Shares that an executive earns, so that the calculation does not solely rely upon the Company’s stock price on the first day and the last day of the Incentive Period.

WithSimilar to the 2018 Performance Shares grants, with certain exceptions for terminations due to death, disability, retirement (defined as 65 years of age or at least 55 years of age with at least 5 years of service) or a change in control,pre-2018 Performance Shares generally vest on the expiration of the Incentive Period only if the executive continues to be employed by the Company through the last day of the Incentive Period.

After the end of the Incentive Period, each participating executive who is entitled to Performance Shares based on these calculations and the satisfaction of the applicable service and performance requirements will receive the number of Performance Sharesshares of Company common stock that the executive has earned, less withholding taxes. Dividends are not paid or accrued on Performance Shares.

ForAlso as with the 2018 Performance Share awards granted on or after January 1, 2016, subject to contractual rights in effect on February 24, 2015, the date of adoption of the change in policy by the Committee,grants, a change in control of the Company will only accelerate full vesting of equitythepre-2018 Performance Share awards to executives if the awards are not continued or assumed (e.g., the awards are not equitably converted or substituted for awards of the successor company) in connection with the change in control or the recipient has a qualifying termination of employment within two years following the date of the change in control. For Performance Share awards granted before January 1, 2016, uponIn the event of a change in control, of the Company, Performance Shares will fully vest and an executive will be entitled to receive a number of Performance Shares based on the Company’s TSR relative to the TSR of each company in its TSR Peer Group for the applicable Incentive Period on the date of the change in control, unless the change in control occurs during the first 612 months of an Incentive Period, in which case the executive will receive the target number of Performance Shares set forth in the executive award agreement for that Performance Share grant.

The Performance Share Plan hasawards have additional rules that will affect calculations in the event a TSR Peer Group company is acquired, enters into a definitive agreement to be acquired or becomes involved in bankruptcy proceedings during the Incentive Period.

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The number of Performance Shares granted to an executive will be reduced if the price of the shares when paid exceeds 300% of the price of the shares on the first day of the Incentive Period. The price of the shares on the first day of the Incentive Period is equal to the

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closing price of a share of Company common stock on the last trading day prior to that date. The price of the Company’s shares of common stock on the first day of each Incentive Period areis as follows:

Impact of Certain Transactions on Performance Share Awards Involving 2013-20152016-2018 TSR Peer Group Members

Belo Corp.Angie’s List:: Based upon the rules of the Performance Share Plan described above, as On May 1, 2017, Angie’s List Inc. entered into a definitive agreement to be acquired by IAC/InterActiveCorp. As a result of Angie’s List entering into this agreement prior to the last day of the second year of the 2016-2018 Incentive period, Angie’s List was excluded from the Company’s acquisitionTSR Peer Group companies for the 2016-2018 Incentive Period.

Constant Contact: On October 30, 2015, Constant Contact, Inc. entered into a definitive agreement to be acquired by Endurance International. As a result of BeloConstant Contact, Inc. entering into this agreement prior to the last day of the second year of the 2016-2018 Incentive Period, Constant Contact was excluded from the Company’s TSR Peer Group companies for the 2016-2018 Incentive Period.

LinkedIn Corp.: On June 13, 2016, LinkedIn Corp. entered into a definitive agreement to be acquired by Microsoft Corporation. As a result of LinkedIn Corp. entering into this agreement during Year 1 of the 2013-20152016-2018 Incentive Period, BeloLinkedIn Corp. was excluded from the Company’s TSR Peer Group companies for the 2013-20152016-2018 Incentive Period.

News Corporation: Effective June 28, 2013, News Corporation contributed certain newspaper and other businesses to a new company, “new” News Corporation, and spun-off the new company to its shareholders. Pursuant to the terms of the spin-off, a shareholder of “old” News Corporation, which was renamed Twenty-First Century Fox, received 1/4 share of “new” News Corporation for each share of “old” News Corporation the shareholder owned prior to the spin-off. Accordingly, for the 2013-2015 Incentive Period, the TSR of “old” News Corporation was calculated by assuming that a share of “old” News Corporation held as of the effective date of the spin-off was converted into one share of Twenty-First Century Fox and a 1/4 share of “new” News Corporation.

Media General, Inc.: Effective November 12, 2013,On January 27, 2016, Media General, merged with and wasInc. entered into a definitive agreement to be acquired by New YoungNexstar Broadcasting Holding Co.,Group, Inc. As a result of the transaction taking placeMedia General, Inc. entering into this agreement during Year 1 of the 2013-20152016-2018 Incentive Period, Media General, Inc. was excluded from the Company’s TSR Peer Group companies for the 2013-20152016-2018 Incentive Period.