| (7)
| to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement of the meeting. |
Your Board of Directors unanimously recommends that you vote FOR all nine nominees listed on the enclosed proxy card or voting instruction form, FOR proposals 2, 3, 4 and 5 and AGAINST proposal 6. We have enclosed the annual report, proxy statement (together with the notice of Annual Meeting), and proxy card or voting instruction form. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card or voting instruction form to vote by Internet, telephone, or by mail. We encourage shareholders to submit their proxies electronically – by telephone or by Internet – whenever possible. The Board of Directors has set the close of business on March 2, 2015February 26, 2024 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. 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. YOU 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 IF YOU RECEIVED ONE. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE MEETING.
An admission ticket is required for attendance at the Annual Meeting. Please see page 1 of the Proxy Statement for instructions about obtaining tickets.
By Action of the Board of Directors, 
Todd A. Mayman
Senior
Marc S. Sher Vice President, Associate General Counsel and Secretary Tysons, Virginia McLean, Virginia
[·March [•], 20152024
| | | 
|
| Notice of Annual Meeting of Shareholders |
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Your Vote Is Important. Please vote by proxy TODAY to ensure that your shares are represented at the Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If you later decide to attend the meeting, your vote will revoke any proxy previously submitted. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares by ballot at the meeting unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the meeting. Please review “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 73 of this Proxy Statement for information about attending and voting at the Annual Meeting. We will hold the Annual Meeting virtually online via a live webcast at www.meetnow.global/MGMRW2G. To participate in the Annual Meeting, you must enter the 16 digit control number included in your proxy card or voting instruction form. Online access to the Annual Meeting will open approximately 15 minutes prior to the start of the Annual Meeting. You will not be able to attend the Annual Meeting in person at a physical location. For purposes of attendance at the Annual Meeting, all references in this proxy statement to “present” shall mean virtually present at the Annual Meeting.
| | | | | | | INTERNET |
| TELEPHONE |
| MAIL |
| ONLINE |
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|
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| Access the website indicated on the enclosed proxy card or voting instruction form. |
| Call the number indicated on the enclosed proxy card or voting instruction form. |
| Sign, date and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided. |
| Attend the virtual meeting via live webcast at www.meetnow.global/MGMRW2G
and vote by ballot online. |
This Notice of Annual Meeting and Proxy Statement areis first being delivered to shareholders on or about [·March [•], 2015. 2024.
GANNETT
PROXY STATEMENT
2015 ANNUAL MEETING OF SHAREHOLDERS
TableImportant Notice Regarding the Availability of Contents
GANNETT
PROXY STATEMENT
2015 ANNUAL MEETING OF SHAREHOLDERS
[·], 2015
GENERAL INFORMATION
Why am I receiving these proxy materials?
These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board of DirectorsProxy Materials for the 20152024 Annual Meeting of Shareholders
to be heldHeld Virtually on April 29, 201524, 2024 at 10:9:00 a.m. local time, Eastern Time. The proxy statement and annual report to shareholders are available at the Company’s headquarters located at 7950 Jones Branch Drive, McLean, Virginia. Thiswww.envisionreports.com/TGNA.
Table of Contents
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| 2024 Proxy Statement Summary: Snapshot of 2023 Director Nominees |
|
TEGNA Inc. 2024 Proxy Statement furnishes you withSummary This summary highlights information about TEGNA Inc. (“TEGNA” or the information you need in order to vote, whether or not you attend the Annual Meeting. On what proposals am I being asked to vote and how does the Board recommend that I vote?
You are being asked to vote on the Proposals below,“Company”) and the Board recommends that you vote as follows:
Proposal 1—FORupcoming 2024 annual meeting of shareholders (the “Annual Meeting”). Please review the election of the ten director nominees nominated by the Board of Directors, each to hold office until the Company’s 2016 Annual Meeting of Shareholders;
Proposal 2—FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015;
Proposal 3—FOR the approval of the amendment to the Company’s Third Restated Certificate of Incorporation to impose certain ownership and transfer restrictions on the Company’s stock that are desirable to enhance the Company’s ability to remain compliant with FCC regulations;
Proposal 4—FOR the approval of the performance measures specified in the Company’s amended and restated 2001 Omnibus Incentive Compensation Plan;
Proposal 5—FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and accompanying compensation tables and related discussion contained in this Proxy Statement; and
Proposal 6—AGAINST the non-binding shareholder proposal described in Proposal 6;
In addition, if you grant a proxy, your shares will be voted in the discretion of the proxy holder on any Proposal for which you do not register a vote and any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.
Will there be any other items of business addressed at the Annual Meeting?
As of the date of this Proxy Statement, we are not aware of any other matter to be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
What must I do if I want to attend the Annual Meeting in person?
Admission to the Annual Meeting is by ticket only. We will provide each shareholder with one admission ticket upon request. Either you or your proxy may use your ticket. If you are a shareholder of record and plan to attend the Annual Meeting, please call the Company’s shareholder services department at (703) 854-6960 to request a ticket. If you hold shares through an intermediary, such as a bank or broker, and you plan to attend the Annual Meeting, please send a written request for a ticket, along with proof of share ownership, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares, confirming ownership to: Secretary, Gannett Co., Inc., 7950 Jones
Branch Drive, McLean, VA 22107. Requests for admission tickets will be processed in the order in which they are received and must be received no later than April 22, 2015. To obtain directions to attend the Annual Meeting, please call the Company’s shareholder services department at (703) 854-6960.
Who may vote at the Annual Meeting?
If you owned Company stock at the close of business on March 2, 2015, which is the record date for the Annual Meeting (the “Record Date”), then you may attend and vote at the meeting. Please bring proof of your common stock ownership, such as a current brokerage statement, and photo identification. If you hold shares through a bank, broker, or other intermediary, you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote those shares at the meeting.
At the close of business on the Record Date, we had approximately 227,807,029 shares of common stock outstanding and entitled to vote. Each share is entitled to one vote on each proposal.
What constitutes a quorum for the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum to conduct business. Shares held by an intermediary, such as a banker or a broker, that are voted by the intermediary on any or all matters will be treated as shares present for purposes of determining the presence of a quorum. Abstentions and broker non-votes (defined below) will be counted for the purpose of determining the existence of a quorum.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to Securities and Exchange Commission (the “SEC”) rules, we are permitted to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record and beneficial owners. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
Choosing to receive your proxy materials electronically will save us the cost of printing and mailing documents to you and will reduce the effect of our annual shareholders’ meetings on the environment. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it.
How can I get electronic access to the proxy materials?
Thiscomplete Proxy Statement and the Company’s 2014 Annual Report may be viewed online on the Company’s investor relations website at www.investors.gannett.com. You can also elect to receive an email that will provide an electronic link to futureTEGNA’s annual reports and Proxy Statements rather than receiving paper copies of these documents. Choosing to receive your proxy materials electronically will save us the cost of printing and mailing documents to you. You can choose to receive future proxy materials electronically by visiting our investor relations website at www.investors.gannett.com. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your choice to receive proxy materials electronically will remain in effect until you terminate it.
What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered the shareholder of record with respect to those shares, and the Notice was sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by your bank, broker or other
intermediary. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.
If I am a shareholder of record of Company shares, how do I vote?
If you are a shareholder of record, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive.
If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice or, if you request printed copies of the proxy materials by mail, you can also vote by mail, by telephone or on the Internet.
If I am a beneficial owner of shares held in street name, how do I vote?
If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a valid legal proxy from the organization that holds your shares.
If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. Follow the instructions provided to you by your bank, broker or other intermediary.
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you:
Indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors; or
Sign and return a proxy card without giving specific voting instructions;
then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the New York Stock Exchange (“NYSE”) rules, the organization that holds your shares may generally vote on routine matters (including Proposal 2 to ratify our appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015) but cannot vote on non-routine matters (including the uncontested director election described in Proposal 1, the proposal to amend the Company’s Third Restated Certificate of Incorporation described in Proposal 3, the proposal to approve the performance measures specified in the Company’s amended and restated 2001 Omnibus Incentive Compensation Plan described in Proposal 4, the non-binding advisory vote described in Proposal 5 and the non-binding shareholder proposal described in Proposal 6). If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on this matter with respect to your shares and your shares will not be voted. This is generally referred to as a “broker non-vote.” When our Inspector of Election tabulates the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. We encourage you to provide voting instructions to the organization that holds your shares.
Can I change or revoke my vote?
Yes. If you deliver a proxy by mail, by telephone or via the Internet, you have the right to revoke your proxy in writing (by mailing another proxy bearing a later date), by phone (by another call at a later time), via the Internet (by voting online at a later time), by attending the Annual Meeting and voting in person, or by notifying the Company before the Annual Meeting that you want to revoke your proxy. Submitting your vote by mail, telephone or via the Internet will not affect your right to vote in person if you decide to attend the Annual Meeting.
What are the votes required to adopt the proposals?
Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Ratification of the selection of our independent registered public accounting firm, approval of the performance measures specified in the Company’s amended and restated 2001 Omnibus Incentive Compensation Plan, the non-binding advisory vote to adopt the resolution to approve the Company’s executive compensation program described in this Proxy Statement and the shareholder proposal described in Proposal 6 each require the affirmative vote of the majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting. Approval of the amendment to the Company’s Third Restated Certificate of Incorporation requires the affirmative vote of the majority of the shares entitled to vote at the meeting, whether or not present or represented by proxy. Abstentions, if any, will have no effect on the election of any director, but will have the same effect as votes “against” each of the other five proposals.
How do I vote my shares in the Company’s Dividend Reinvestment and 401(k) Plans?
If you participate in the Company’s Dividend Reinvestment Plan or 401(k) Plan, your shares of stock in those plans can be voted in the same manner as shares held of record. If you do not give instructions, your shares held in the Dividend Reinvestment Plan will not be voted. All shares in the 401(k) Plan for which no instructions are received will be voted by the trustee of the 401(k) Plan in the same proportion as instructions provided to the trustee by other 401(k) Plan participants.
How do I submit a shareholder proposal or nominate a director for election at the 2016 Annual Meeting?
To be eligible for inclusion in the proxy materials for the Company’s 2016 Annual Meeting, a shareholder proposal or nomination must be submitted in writing to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary and must be received by [·], 2015. A shareholder who wishes to present a proposal or nomination at the Company’s 2016 Annual Meeting, but who does not request that the Company solicit proxies for the proposal or nomination, must submit the proposal to the Company at the same address no earlier than December 31, 2015 and no later than January 20, 2016. The Company’s By-laws require that any proposal or nomination must contain specific information in order to be validly submitted for consideration.
Can shareholders and other interested parties communicate directly with our Board?
Yes. The Company invites shareholders and other interested parties to communicate directly and confidentially with the full Board of Directors, the Chairman of the Board or the non-management directors as a group by writing to the Board of Directors, the Chairman or the Non-Management Directors, Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. The Secretary will forward such communications to the intended recipient and will retain copies for the Company’s records.
How can I obtain a shareholder list?
A list of shareholders entitled to vote at the 2015 Annual Meeting will be open to examination by any shareholder, for any purpose germane to the 2015 Annual Meeting, during normal business hours, for a period of ten days before the 2015 Annual Meeting and during the 2015 Annual Meeting at the Company’s offices at 7950 Jones Branch Drive, McLean, Virginia 22107.
What is “householding”?
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name who have elected to receive paper copies of our proxy materials will receive only one copy of our 2014 Annual Report and this Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving multiple copies. This procedure will reduce our printing costs and postage fees. However, if any shareholder residing at such an address wishes to receive a separate copy of this Proxy Statement or the
Company’s 2014 Annual Report, he or she may contact the Company’s Secretary at Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107 or by calling the Secretary at (703) 854-6000. Any such shareholder may also contact the Secretary using the above contact information if he or she would like to receive separate Proxy Statements and Annual Reports in the future. If you are receiving multiple copies of the Company’s Annual Report and Proxy Statement, you may request householding in the future by contacting the Secretary.
How may I obtain a copy of the Company’s 2014 Annual Report?
A copy of our 2014 Annual Report, which includes the Company’s Annual Report on Form 10-Kreport for the fiscal year ended December 28, 2014,31, 2023 (the “2023 Annual Report”) before you vote. The Proxy Statement and the 2023 Annual Report will first be mailed or released to shareholders on or about March [•], 2024.
ANNUAL MEETING OF SHAREHOLDERS
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| 9:00 a.m. ET on April 24, 2024
February 26, 2024
You are entitled to attend the Annual Meeting if you were a TEGNA shareholder as of the close of business on the record date. If you plan to attend the meeting, you must register in advance by following the procedures described in “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 73 and abide by the agenda and procedures for the Annual Meeting (which will be available on the virtual Annual Meeting site). If your shares are held by a broker, bank or other holder of record in “street name” (including shares held in certain TEGNA employee benefit plans), you must also provide proof of your ownership of the shares as of the record date in order to attend the meeting. See “Questions and Answers About the Proxy Materials and Annual Meeting – What must I do if I want to attend the Annual Meeting?” on page 73 of this Proxy Statement for additional information and instructions.
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| 2024 Proxy Statement Summary: Voting Matters and Board Reccomendations |
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Voting Matters and Board Recommendations
| | | | | | | | | Voting Matter
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| Voting Standard
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| Board Vote
Recommendation
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| See
Page
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| Proposal 1 |
| Election of Directors |
| To be elected, a director nominee must receive more votes “for” than votes “against” with respect to the nominee. |
| FOR ALL NOMINEES |
| 1 |
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| Proposal 2 |
| Ratification of Appointment of Independent Registered Public Accounting Firm |
| Majority of the votes that could be cast by the shareholders present in person or represented by proxy. |
| FOR |
| 23 |
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| Proposal 3 |
| Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers |
| Majority of the votes that could be cast by the shareholders present in person or represented by proxy. |
| FOR |
| 59 |
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| Proposal 4 |
| Company Proposal Regarding the Shareholder Right to Call a Special Shareholder Meeting |
| Majority of the Company's outstanding shares of common stock. |
| FOR |
| 60 |
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| Proposal 5 |
| Company Proposal Regarding Officer Exculpation |
| Majority of the Company's outstanding shares of common stock |
| FOR |
| 62 |
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| Proposal 6 |
| Shareholder Proposal regarding Opportunity to Vote on Excessive Golden Parachutes |
| Majority of the votes that could be cast by the shareholders present in person or represented by proxy. |
| AGAINST |
| 63 |
| | ii I 2024 PROXY STATEMENT |
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| 2024 Proxy Statement Summary:Snapshot of 2024 Director Nominees |
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Snapshot of 2024 Director Nominees Director Nominees The Board of Directors has nominated the director candidates below. All director nominees have stated that they are willing to serve if elected. Personal information about each director nominee is being providedavailable beginning on page 2 of this Proxy Statement.
| | | | | | | | | | | Name & Principal Occupation
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| Age
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| Director
Since
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| Diversity Identifier1
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| Status
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| Committee Memberships
| | | | | | | | | | | | Gina L. Bianchini Founder and CEO, Mighty Networks |
| 51 |
| 2018 |
| W |
| Independent |
| Audit; Leadership Development and Compensation | | | | | | | | | | | | Howard D. Elias Chair of TEGNA; Retired President, Services and Digital, Dell Technologies |
| 66 |
| 2008 |
| W |
| Independent |
| Executive (Chair); Governance, Public Policy and Corporate Responsibility | | | | | | | | | | | | Stuart J. Epstein Chief Financial Officer, Meadowlark Media |
| 61 |
| 2018 |
| W |
| Independent |
| Audit (financial expert) (Chair); Executive; Leadership Development and Compensation | | | | | | | | | | | | Karen H. Grimes Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company |
| 67 |
| 2020 |
| W |
| Independent |
| Audit (financial expert); Governance, Public Policy and Corporate Responsibility | | | | | | | | | | | | David T. Lougee President and CEO, TEGNA Inc. |
| 65 |
| 2017 |
| W |
| Executive |
| Executive | | | | | | | | | | | | Scott K. McCune Founder, MS&E Ventures; Former Vice President of Global Media and Integrated Marketing, The Coca-Cola Company |
| 67 |
| 2008 |
| W |
| Independent |
| Executive; Governance, Public Policy and Corporate Responsibility; Leadership Development and Compensation (Chair) | | | | | | | | | | | | Henry W. McGee Senior Lecturer, Harvard Business School; Former President, HBO Home Entertainment |
| 71 |
| 2015 |
| B |
| Independent |
| Audit; Executive; Governance, Public Policy and Corporate Responsibility (Chair) | | | | | | | | | | | | Neal B. Shapiro President and CEO, public television company WNET |
| 65 |
| 2007 |
| W |
| Independent |
| Governance, Public Policy and Corporate Responsibility; Leadership Development and Compensation | | | | | | | | | | | | Melinda C. Witmer Founder and CEO, Look Left Media; Former Executive Vice President, Chief Video & Content Officer; Time Warner Cable
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| 62 |
| 2017 |
| W |
| Independent |
| Audit; Leadership Development and Compensation
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1 This column only relates to Racial & Ethnicity diversity, as follows: B – Black or made availableAfrican American; W – White or Caucasian.
| | 2024 PROXY STATEMENT I iii |
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| 2024 Proxy Statement Summary:Snapshot of 2024 Director Nominees |
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Our director nominees have a diverse set of qualifications, skills and experiences and also reflect diversity of age, tenure, gender and race/ethnicity. The Board regularly evaluates its composition to all shareholdersensure that the skills and experience of recordthe directors as a whole enhance the ability of the Board to provide independent oversight of management as they execute on strategic initiatives to create sustainable stockholder value. The following graphics include additional information regarding our director nominees.
| | | Gender Diversity |
| Racial & Ethnic Diversity |
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| | | Age |
| Tenure |
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| | iv I 2024 PROXY STATEMENT |
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| 2024 Proxy Statement Summary:Snapshot of 2024 Director Nominees |
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Director Nominees Skills Matrix
See the director nominee biographies beginning on Page 2 of this Proxy Statement for further detail. The absence of a “•” for a particular skill does not mean that the director nominee does not possess that qualification, skill, or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, skill or experience that the director brings to the Board.
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| 2024 Proxy Statement Summary:Snapshot of 2024 Director Nominees |
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Corporate Governance Highlights
| | | | | | | Board and Governance Practices ►8 of 9 director nominees are independent ►Board gender diversity – 3 female director nominees (33% of Board) ►All Standing Board Committees are fully independent: Audit, Leadership Development and Compensation, and Governance, Public Policy and Corporate Responsibility ►Independent Board Chair enhances oversight of management ► All directors stand for election annually ►One-vote-per-share capital structure with all shareholders entitled to vote for director nominees ►Majority voting standard for uncontested director elections with a director resignation policy ►No shareholder rights plan (poison pill) in place ►Annual review by the Board of TEGNA’s major risks with certain oversight delegated to Board committees ►Clear CEO and executive officer succession plan Board Refreshment and Evaluation ►Ongoing board refreshment process ►Robust director nominee selection process ►Annual board performance evaluation |
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| Social Responsibility Practices ►Governance, Public Policy and Corporate Responsibility Committee provides independent oversight of sustainability, environmental matters and social responsibility ►Enhanced reporting of environmental, social and governance (“ESG”) disclosures, including disclosure under the SASB Media and Entertainment framework ►Our environmental policy and practices ensure we are being responsible stewards of our resources and helping to build a sustainable future for all stakeholders ►We continue to make sustained progress on equity and inclusion, including our Inclusive Journalism program ►Separate areas of oversight regarding the Company’s approach to diversity for each Board committee ► We have established and continue to make progress against our 2025 goals to increase Black, Indigenous and People of Color representation in content teams, news leadership and management roles Executive Compensation Practices ►A significant percentage of the compensation we provide to our NEOs is performance-based ►Maximum annual bonus payouts and performance share payouts are capped at 200% of target ►Compensation recoupment (“clawback”) policy covering restatements and misconduct applicable to all current and former executive officers |
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| ►Hedging and pledging of TEGNA securities by TEGNA employees and directors is prohibited ►All new change-in-control arrangements are “double trigger” ►Shareholder approval is required for any new agreement or plan that contemplates cash severance payments to executive officers in excess of 2.99x the executive's base salary plus target bonus Shareholder Engagement ►TEGNA maintains a long-standing shareholder engagement program, involving year-round active dialogue and the participation of its independent directors; shareholder feedback is shared with the full Board ►Several changes implemented in response to feedback gathered during shareholder engagement in recent years, including adoption of our executive officer cash severance policy, adoption of proxy access, changes to executive compensation program and enhancements to ESG reporting Director Engagement ►12 Board meetings in 2023; overall attendance at all of the meetings of the Board and Board committees was 94.4% ►Frequent meetings of non-management directors in executive session without any TEGNA officer present ►Independent directors prohibited from serving on boards of more than three other for-profit companies; CEO may only serve on the board of one other for-profit company |
| | vi I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Information about the TEGNA Nominees |
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Proposal 1—Election of Directors (Proposal 1 on the Record Date. As permitted by the SEC, the Company is sending a Noticeproxy card) Your Board of Internet Availability of Proxy Materials to all shareholders.Directors If you hold your shares of record on the Record Date, you may request email or paper copies of our 2014 Annual Report over the Internet, at www.investorelections.com/gci, by toll-free telephone call (in the U.S. and Canada) to 1-866-870-3684, or by email at paper@investorelections.com. Please put “GCI Materials Request” in the subject line and include the 11-digit control number presented on the Notice.
If you hold your shares on the Record Date in “street name” through a bank, broker or other intermediary, you also may have the opportunity to receive copies of our 2014 Annual Report electronically. Please check the information in the proxy materials provided by your bank, broker or other intermediary.
You may also obtain a copy without charge by writing to: Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. Our 2014 Annual Report and 2014 Form 10-K are also available through the Company’s website at www.gannett.com. The Company’s Annual Report and Form 10-K are not proxy soliciting materials.
PROPOSAL 1—ELECTION OF DIRECTORS
YOUR BOARD OF DIRECTORS
The Board of Directors is currently composed of ten directors.the nine directors nominated for reelection. The Board of Directors held eighttwelve meetings during 2014.2023. Each directorof our incumbent directors attended, in the aggregate, at least 75%88% of the total number of 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 2014.2023. All directors then serving on the Board virtually attended the 20142023 annual meeting of shareholders ("the 2023 Annual MeetingMeeting") in accordance with the Company’s policy that all directors attend the Annual Meeting. Nominees elected to our Board at the 20152024 Annual Meeting will serve one-year terms.until the Company’s 2025 Annual Meeting of Shareholders. The Board, upon the recommendation of its NominatingGovernance, Public Policy and PublicCorporate Responsibility Committee, has nominated the following nominees,individuals: Gina L. Bianchini, Howard D. Elias, Stuart J. Epstein, Karen H. Grimes, David T. Lougee, Scott K. McCune, Henry W. McGee, Neal B. Shapiro and Melinda C. Witmer. The Board believes that each of whom the Board believesnominees will be available and able to serve as directors: John E. Cody, Howard D. Elias, Lidia Fonseca, John Jeffry Louis, Marjorie Magner, Gracia C. Martore, Scott K. McCune, Susan Ness, Tony A. Prophet,a director. Each of the nominees has consented to being named in this Proxy Statement and Neal Shapiro.to serve on the Board, if elected. 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’s By-laws, provide thatthe 2024 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 2015 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 NominatingGovernance, Public Policy and PublicCorporate Responsibility 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. Board Leadership Structure The Company’s Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees for election to serve as directors of the Company until the Company’s 2016 Annual Meeting and until their successors are elected and qualified.
BOARD LEADERSHIP STRUCTURE
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 and relations between the Board, the CEO and other senior leaders of the Company. 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 Chair of the Board is currently the best leadership structure for the Company. Separating the positions of Chair 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.
The duties of the ChairmanChair of the Board include:
• presiding over all meetings of the Board and all executive sessions of non-management directors; • serving as liaison on Board-wide issues between the CEO and the non-management directors, although Company policy also provides that all directors shall have direct and complete access to the CEO at any time as they deem necessary or appropriate, and vice versa; • in consultation with the CEO, reviewing and approving Board meeting schedules, agendas and materials; in consultation with the CEO, reviewing and approving meeting schedules to assure there is sufficient time for discussion of all agenda items;
calling meetings of the non-management directors, if desired; and • being available when appropriate for consultation and direct communication if requested by shareholders. 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. 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 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 all of our current directors other than Gracia C. Martore are “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 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:
| | 2024 PROXY STATEMENT I 1 |
| 1. | Employment of a director or a director’s immediate family member by, a director’s position as a director with, or direct or indirect ownership by a director or a director’s immediate family member of a 10% or greater equity interest in, another company or organization that made payments to, or received payments from, the Company or any of its subsidiaries for property or services in an amount which, in each of the last three fiscal years, did not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues; and
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| A relationshipProposal 1—Election of a director or a director’s immediate family member with a charitable organization, as an executive officer, board member, trustee or otherwise, to whichDirectors: Information about the Company or any of its subsidiaries has made, in any of the last three fiscal years, charitable contributions of not more than the greater of $100,000 or 2% of such charitable organization’s consolidated gross revenues.TEGNA Nominees |
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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. The responses to those questionnaires indicated that there were no relationships between any director (other than Ms. Martore’s role as President and CEO) and the Company other than two types of relationships that the Board has determined not to be material in accordance with these objective standards:
Board member service at charitable organizations to which the Gannett Foundation made contributions within the permitted thresholds identified above; and
sales by the Company of advertising and purchases by the Company of property and services, on customary terms and conditions and in amounts within the permitted thresholds identified above, to and from other companies or organizations at which Board members or their immediate family members are employed, for which Board members serve as directors or in which Board members or their immediate family members directly or indirectly own a 10% or greater equity interest.
The TEGNA Nominees 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 2014, and will meet in executive sessions as appropriate throughout 2015.
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 30, 2013, 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.
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:
All of our directors are elected annually.
We do not have a shareholder rights plan (poison pill) in place.
Nine of our ten directors are independent.
We have a robust shareholder engagement program.
We separate the positions of Chairman and CEO and have an independent Chairman.
We have a majority vote standard for director elections in an uncontested election and a director resignation policy.
We have a single class share capital structure with all shareholders entitled to vote for director nominees.
Our directors and senior executives are subject to stock ownership guidelines.
Our equity plans prohibit option repricing without shareholder approval.
The Board is subject to an annual performance evaluation.
Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.
We maintain a clawback policy.
We maintain an anti-hedging policy.
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 Investor Relations menu of the Company’s website atwww.gannett.com. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a discussion of the Company’s compensation-related governance practices.
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 NominatingGovernance, Public Policy and PublicCorporate Responsibility Committee of the Board to stand for re-election at the 2015Company’s 2024 Annual Meeting for a one-year term.term expiring on the date of the Company’s 2025 Annual Meeting. The principal occupation and business experience of the Board’s nominees,each TEGNA nominee, including the reasons the Board believes each of them should be re-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.
| The Board of Directors recommends that shareholders “FOR” each of the TEGNA nominees by following the voting instructions contained on the enclosed proxy card. |
John E. Cody
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| Gina L. Bianchini Founder and CEO, Mighty Networks Age: 51 Director since: 2018 |
| TEGNA Committees: •Leadership, Development and Compensation |
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| Professional Experience: Ms. Bianchini is Founder and Chief Executive Officer of Mighty Networks (formerly known as Mighty Software, Inc.), a position she has held since September 2010. She served as Chief Executive Officer of Ning, Inc. from 2004 to March 2010. Ms. Bianchini also served as a director of Scripps Networks Interactive, Inc. through 2018, as a director of Empower Ltd until July 2021, and as a director of Empower’s successor, Holley Inc., until May 2022. |
| Qualifications and Strategy-Related Experience: •Expertise, vision and creativity in the rapidly evolving world of digital media •Deep knowledge of social media and community building technology platforms •Experience with oversight of acquisitions, equity investments, and investor relations •Significant digital and start-up experience |
Mr. Cody, 68, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. Previously, he served as BMI’s Senior Vice President and Chief Financial Officer from 1999 to 2006. Before joining BMI, he served as Vice President/Controller of the Hearst Book Group and Vice President/Finance and Chief Financial Officer for the U.S. headquarters of LM Ericsson. He is also a director of the Tennessee Performing Arts Center. Mr. Cody has financial expertise, significant management, leadership and operational experience in the areas of licensing, information technology, human resources, public policy, business development and implementing enterprise-wide projects, and broad business experience in the music broadcast, publishing and telecommunications industries from the various senior leadership positions he held with BMI, Hearst and Ericsson. He has served as a Gannett director since 2011.
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| Proposal 1—Election of Directors: Information about the TEGNA Nominees |
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Howard D. Elias
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| Howard D. Elias Chair of TEGNA; Retired Chief Customer Officer and President, Services and Digital, Dell Technologies Age: 66 Director since: 2008 |
| TEGNA Committees: •Governance, Public Policy and Corporate Responsibility |
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| Professional Experience: Mr. Elias was named the Chair of TEGNA in April 2018. He retired from his position as President, Services and Digital, of Dell Technologies in 2023 after having served in such role since September 2016. Prior to that, he served as President and Chief Operating Officer, EMC Global Enterprise Services from January 2013 to September 2016 and was President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services from September 2009 to January 2013. From October 2015 through September 2016, Mr. Elias was also responsible for leading the development of EMC Corporation’s integration plans in connection with its transaction with Dell Inc. Previously, Mr. Elias served as President, EMC Global Services and Resource Management Software Group; Executive Vice President, EMC Corporation from September 2007 to September 2009; and Executive Vice President, Global Marketing and Corporate Development, at EMC Corporation from October 2003 to September 2007. |
| Qualifications and Strategy-Related Experience: •Extensive operational, managerial, and leadership experience in cloud computing, supply chain management, marketing, corporate development and global customer support •Experience overseeing M&A, new business development and incubation, and integration of acquisitions •Comprehensive global business and management experience in information technology
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Mr. Elias, 57, is President and Chief Operating Officer, EMC Global Enterprise Services. Previously, he served as President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services from September 2009 to January 2013; President, EMC Global Services and Resource Management Software Group; and Executive Vice President, EMC Corporation from September 2007 to September 2009; and Executive Vice President, Global Marketing and Corporate Development, at EMC Corporation from October 2003 to September 2007. Mr. Elias has extensive management, leadership and operational expertise in cloud computing, supply chain, marketing, corporate development and managing global customer support and other service organizations, and broad global business experience in information technology services and management as a result of the various senior leadership positions he has held with EMC, Hewlett-Packard Company, Compaq, Digital, AST Research and Tandy Corporation. He has served as a Gannett director since 2008.
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| Stuart J. Epstein Chief Financial Officer, Meadowlark Media Age: 61 Director since: 2018 |
| TEGNA Committees: •Leadership Development and Compensation
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| Professional Experience: Mr. Epstein is the Chief Financial Officer of Meadowlark Media, a premium content studio and creator network, focused primarily on sports. Previously, he was a Board Member and Chief Financial Officer of DAZN Group, the global live sports streaming service, a position he held from June 2018 to January 2022. He served as Co-Managing Partner of Evolution Media (within CAA) from September 2015 to September 2017, and as Executive Vice President and CFO of NBCUniversal from September 2011 to April 2014. Prior to that, Mr. Epstein held various positions during his 23-year career at Morgan Stanley, including Managing Director and Global Head of the Media & Communications Group within the investment banking division. |
| Qualifications and Strategy-Related Experience: •Extensive knowledge of media, technology and capital markets •Deep transactional experience with complex deals involving a range of constituencies •Experience in overseeing local broadcast television stations •Significant expertise in overseeing strategic business initiatives
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| Proposal 1—Election of Directors: Information about the TEGNA Nominees |
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Ms. Fonseca, 45, is Chief Information Officer and Senior Vice President of Quest Diagnostics, a position she has held since April 2014. Previously, she served as Chief Information Officer and Senior Vice President of Laboratory Corporation of America (LabCorp) from 2008 to 2013. Ms. Fonseca was identified by a search firm retained by the Nominating and Public Responsibility Committee to assist in seeking qualified director candidates consistent with the Committee’s requirements and objectives. Subsequent to Ms. Fonseca’s interview with the members of the Committee, our Chairman and our President and Chief Executive Officer, the Committee considered Ms. Fonseca’s qualifications and experience in accordance with its charter mandate and unanimously recommended that she be elected to our Board based on her extensive expertise in data analytics, automation, building outstanding client experiences, overseeing strategic transformations, and leading strategic information technology operations as a result of the various senior leadership positions she has held in supply chain management and information technology with LabCorp, Synarc Inc. and Philips Healthcare. Our Board elected Ms. Fonseca as a Gannett director effective as of July 1, 2014.
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| Karen H. Grimes Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company Age: 67 Director since: 2020 |
| TEGNA Committees: •Governance, Public Policy and Corporate Responsibility Other Public Company Directorships: |
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| Professional Experience: Ms. Grimes held the position of Senior Managing Director, Partner, and Equity Portfolio Manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of Director of Research and Equity Analyst at Wilmington Trust Company, a financial investment and banking services firm, from 1988 to 1995. Before that, Ms. Grimes was a Portfolio Manager and Equity Analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. Ms. Grimes holds the Chartered Financial Analyst designation. |
| Qualifications and Strategy-Related Experience: •Financial acumen, investment expertise and a returns-focused mindset, including in media and advertising •Extensive executive-level experience and leadership abilities •Deep understanding of financial accounting and internal financial controls •Significant risk management experience •Provides a valuable investor-oriented perspective
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John Jeffry Louis
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| David T. Lougee President and CEO,TEGNA Inc. Age: 65 Director since: 2017 |
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| Professional Experience: Mr. Lougee became President and Chief Executive Officer and a director of TEGNA in June 2017. He previously served as the President of TEGNA Media from July 2007 to May 2017. Prior to joining TEGNA, he served as Executive Vice President, Media Operations for Belo Corp. from 2005 to 2007. Mr. Lougee is a past chairman of the National Association of Broadcasters (NAB) as well as the NBC Affiliates Board of Directors and the Television Bureau of Advertising (TVB) Board of Directors. He currently serves on the Board of the Broadcasters Foundation of America, and previously served as vice chairman of the Broadcast Music, Inc. Board of Directors. |
| Qualifications and Strategy-Related Experience: •Extensive expertise in management and operations •Experience in oversight of strategic acquisitions •Deep and intimate knowledge of the media industry •25 years of experience in a variety of senior leadership roles
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Mr. Louis, 52, was Co-Founder of Parson Capital Corporation, a Chicago-based private equity and venture capital firm, and served as its Chairman from 1992 to 2007. He is currently a director of The Olayan Group, S.C. Johnson and Son, Inc., and chairman of the board of the U.S./U.K. Fulbright Commission. Mr. Louis has financial expertise, substantial experience in
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| Proposal 1—Election of Directors: Information about the TEGNA Nominees |
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founding, building and selling companies and in investing in early stage companies from his years of experience in the venture capital industry as a leader of Parson Capital
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| Scott K. McCune Founder, MS&E Ventures; Former VP, Global Media and Integrated Marketing, The Coca Cola Company Age: 67 Director since: 2008 |
| TEGNA Committees: •Governance, Public Policy and Corporate Responsibility •Leadership Development and Compensation (Chair)
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| Professional Experience: Mr. McCune is the Founder of MS&E Ventures, a firm focused on creating new business value for brands through media, sports and entertainment. Prior to his retirement in March 2014, Mr. McCune spent 20 years at The Coca-Cola Company serving in a variety of roles, including Vice President, Global Partnerships & Experiential Marketing from 2011-2014, Vice President Global Media and Integrated Marketing from 2005-2011, and Vice President, Global Media, Sports & Entertainment Marketing and Licensing from 1994-2004. He also spent 10 years at Anheuser-Busch Inc. where he held a variety of positions in marketing and media. Mr. McCune also serves as a director of First Tee of Atlanta and the College Football Hall of Fame. |
| Qualifications and Strategy-Related Experience: •Significant experience as a marketing executive, with an outstanding record of creating value, developing people and building organizational capabilities •Deep knowledge of multiple aspects of marketing, including integrated marketing, media, advertising, digital, licensing, sports & entertainment and experiential •Experience building global brands, leading and inspiring diverse organizations, planning and executing complex operations innovating new approaches to business, driving productivity and managing P&L
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| Henry W. McGee Senior Lecturer, Harvard Business School Age: 70 Director since: 2015 |
| TEGNA Committees: •Governance, Public Policy and Corporate Responsibility (Chair) Other Public Company Directorships: •AmerisourceBergen Corporation
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| Professional Experience: Mr. McGee has been a Senior Lecturer at Harvard Business School since July 2013. Previously, he served as a consultant to HBO Home Entertainment from April 2013 to August 2013 after serving as President of HBO Home Entertainment from 1995 until his retirement in March 2013. Mr. McGee held the position of Senior Vice President, Programming, HBO Video, from 1988 to 1995 and prior to that, Mr. McGee served in leadership positions in various divisions of HBO. Mr. McGee also serves as a director of The Black Filmmaker Foundation. He is also a former President of the Alvin Ailey Dance Theater Foundation and the Film Society of Lincoln Center. He was recognized by Savoy Magazine in 2016 and 2017 as one of the Most Influential Black Corporate Directors and in 2018 the National Association of Corporate Directors named Mr. McGee to the Directorship 100 as one of the country’s most influential boardroom members. |
| Qualifications and Strategy-Related Experience: •Significant business, leadership and management experience in media industry •Expertise in new business planning, operations, marketing and wholesale distribution •Deep understanding of the use of technology in and all aspects of wholesale distribution and international market •Extensive knowledge of leadership, corporate governance and corporate accountability
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| Proposal 1—Election of Directors: Information about the TEGNA Nominees |
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| Neal B. Shapiro President and CEO, The WNET Group Age: 65 Director since: 2007 |
| TEGNA Committees: •Governance, Public Policy and Corporate Responsibility •Leadership Development and Compensation
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| Professional Experience: Mr. Shapiro is President and CEO of the public television company WNET, which operates three public television stations in the largest market in the country: Thirteen/WNET, WLIW and NJTV. He is an award-winning producer and media executive with a more than 35-year career spanning print, broadcast, cable and online media. Before joining WNET in February 2007, Mr. Shapiro served in various executive capacities with the National Broadcasting Company beginning in 1993 and was president of NBC News from May 2001 to September 2005. During his career, Mr. Shapiro has won numerous journalism awards, including 32 Emmys, 31 Edward R. Murrow Awards and 3 Columbia DuPont awards. He also serves on the Board of Trustees at Tufts University and as an entrepreneur who has founded a number of companies. He has served as a Gannett director since 2006. Marjorie Magner
Ms. Magner, 65, was named the Chairman of Gannett in October 2011 and is the Managing Partner of Brysam Global Partners, a private equity firm investing in financial services firms with a focus on consumer opportunities in emerging markets that was founded in January 2007. She was Chairman and CEO of Citigroup’s Global Consumer Group from 2003 to 2005. She served in various roles at Citigroup, and a predecessor company, CitiFinancial (previously Commercial Credit), since 1987. Ms. Magner currently serves as a director of Accenture Ltd. and Ally Financial Inc. Ms. Magner has financial expertise, extensive management, leadership and global operating experience in retail banking, consumer finance and credit cards, and in executing strategic transactions in the consumer finance industry as a result of the various senior leadership positions she has held with Citigroup and CitiFinancial. She has served as a Gannett director since 2006.
Gracia C. Martore
Ms. Martore, 63, became President and Chief Executive Officer and a director of Gannett in October 2011. She served as President and Chief Operating Officer from February 2010 until October 2011. She was Executive Vice President and CFO of Gannett from 2006 to 2010, and served as Senior Vice President and CFO from 2003 to 2006. She has served the Company in various other executive capacities since 1985. Ms. Martore is also a director of MeadWestvaco Corporation, FM Global and The Associated Press and a member of the Board of Trustees of American Public Television.
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| Qualifications and Strategy-Related Experience: •Strong broadcast industry experience •Expertise in overseeing operations and strategy of news networks •Expertise in news production and reporting, journalism and First Amendment issues •Deep experience in programming and content sharing
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| Melinda C. Witmer Founder and CEO, Look Left Media; Former Executive Vice President, Chief Video & Content Officer, Time Warner Cable Age: 62 Director since: 2017 |
| TEGNA Committees: •Leadership Development and Compensation
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| Experience: Ms. Witmer is the Founder and CEO of Look Left Media, a firm providing consulting and strategic advisory services in the media, sports and real estate industries, a position she has held since 2018. Prior to starting LookLeft Media, Ms. Witmer was Executive Vice President, Chief Video & Content Officer of Time Warner Cable, a position she held from January 2012 until May 2016 when Time Warner Cable was acquired by Charter Communications. Prior to that, she served as Time Warner Cable’s Executive Vice President and Chief Programming Officer from January 2007, after holding multiple senior roles with Time Warner Cable beginning in 2001. Prior to joining Time Warner Cable, Ms. Witmer was Vice President and Senior Counsel at Home Box Office, Inc. |
| Qualifications and Strategy-Related Experience: •Significant experience in the industry including media operations, telecommunications programming and content •Expert in the negotiation of content distribution agreements, including retransmission consent agreements with local broadcaster groups •Deep understanding of the changing media landscape •Experience in capitalizing on market opportunities, new technologies and emerging platforms in the media space, including innovative consumer experiences
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| Proposal 1—Election of Directors: Commitee Charters |
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Committees of the Board of Trustees of The Paley Center for Media. Ms. Martore has financial expertise, broad business experience and extensive management, leadership and operational expertise in, and intimate knowledge of, all aspects of the Company’s business, as well as close working relationships with the Company’s senior leadership team as a result of her almost 30 years of experience in a variety of senior leadership roles with the Company.Directors Scott K. McCune
Mr. McCune, 58, is the CEO of McCune Sports & Entertainment Ventures, a consulting firm focused on the business of sports and entertainment. Prior to his retirement in March 2014, Mr. McCune spent 20 years at The Coca-Cola Company serving in a variety of roles, including Vice President, Global Partnerships and Experiential Marketing from 2012 to 2014; Vice President, Integrated Marketing from 2005 to 2011; Vice President, Worldwide Sports & Entertainment Marketing and Vice President, Worldwide Media from 2002 to 2004. He also spent 10 years at Anheuser-Busch Inc. where he held a variety of positions in marketing and media. Mr. McCune has extensive expertise in all aspects of consumer marketing including worldwide media, licensing, and sports and entertainment marketing strategies, creating marketing partnerships, activating global marketing platforms (e.g., The Olympic Games) and building and leading a global consumer marketing team as a result of the various senior leadership roles that he has held with The Coca Cola Company and Anheuser-Busch Inc. He has served as a Gannett director since 2008.
Susan Ness
Ms. Ness, 66, is a Senior Fellow at the Center for Transatlantic Relations at John Hopkins University’s School of Advanced International Studies (SAIS), and a principal of Susan Ness Strategies, a communications policy consulting firm, which she founded in 2002. She is also a Trustee of the Committee for Economic Development (CED) and an Affiliated Expert of the Information Technology and Innovation Foundation (ITIF). She served as a commissioner of the Federal Communications Commission from 1994 to 2001. From 2005 to 2007, she was the founding president and CEO of
GreenStone Media, LLC, which produced talk programming targeting women audiences for syndication on radio and other platforms. She has served on the Board of Vital Voices Global Partnership since 2011, and from 2011 to 2014 she served on the J. William Fulbright Foreign Scholarship Board (Vice Chair in 2012 and 2013). Ms. Ness previously served on the board of LCC International, Inc. from 2001 to 2008, and on the post-bankruptcy board of Adelphia Communications Corp. from 2003 to 2007. Ms. Ness has extensive experience and expertise in global communications issues, setting and implementing communications policy, particularly with respect to global and domestic spectrum policy matters, negotiating communications-related treaties, facilitating the deployment of new communications technologies and advising communications companies from her service as an FCC commissioner, and as principal executive at GreenStone Media, LLC and Susan Ness Strategies. She has served as a Gannett director since 2011.
Tony A. Prophet
Mr. Prophet, 56, is Corporate Vice President, Windows and Search Marketing, of Microsoft Corporation, a position he has held since February 2015. He served as Corporate Vice President, Windows Marketing, from May 2014 to February 2015. Prior to joining Microsoft, Mr. Prophet served as Senior Vice President of Operations, Printing and Personal Systems at Hewlett-Packard Company from 2012 to 2014 and as Senior Vice President of Supply Chain Operations, Personal Systems Group, Hewlett-Packard Company from 2006 until 2012. Mr. Prophet has extensive leadership experience and broad operational expertise in brand strategy, product pricing and marketing, creating, managing and optimizing global supply chains, and developing new technologies and businesses as a result of the various positions he has held with Hewlett-Packard Company, United Technologies Corporation, Honeywell International, Inc., Booz Allen Hamilton, Inc., and General Motors Company. He has served as a Gannett director since 2013.
Neal Shapiro
Mr. Shapiro, 57, is President and CEO of the public television company WNET which operates three public television stations in the largest market in the country: Thirteen/WNET, WLIW and NJTV. Before joining WNET in February 2007, Mr. Shapiro served in various executive capacities with the National Broadcasting Company beginning in 1993 and was president of NBC News from May 2001 to September 2005. He also serves on the Board of Directors of the Public Broadcasting Service (PBS), the Investigative News Network (INN), the Board of Trustees at Tufts University and the alumni board of the Communications and Media Studies program at Tufts University. Mr. Shapiro has extensive experience and expertise in broadcasting, news production and reporting, journalism and First Amendment issues and has successfully built and lead global news organizations as a result of the various senior leadership roles that he has held with WNET and NBC. He has served as a Gannett director since 2007.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board and its fivethree standing committees: the Audit Committee, Executive Committee, Executive Compensation Committee, Nominatingthe Governance, Public Policy and PublicCorporate Responsibility Committee, and Transformationthe Leadership Development and Compensation Committee. The Governance, Public Policy and Corporate Responsibility Committee was created in August 2023 and combines responsibilities of the Company's former Nominating and Governance Committee and Public Policy and Regulation Committee. The Board also has an Executive Committee (not shown on the chart below) made up of the Board Chair, the CEO and each of the Board committee chairs, that may exercise the authority of the Board between meetings, as required. The chart below shows the current membersmembership and chairperson of each of the standing Board committees and the number of committee aremeetings held during 2023 for the current committees. The chart does not reflect attendance at the Nominating and Governance Committee and Public Policy and Regulation Committee meetings that occurred before the launch of the Governance, Public Policy and Corporate Responsibility Committee. Each member of the Audit, Governance, Public Policy and Corporate Responsibility, and Leadership Development and Compensation committees meets the applicable independence requirements of the SEC and NYSE for service on the Board and each committee on which she or he serves. In addition, Lidia Fonseca and Bruce Nolop, both of whom voluntarily retired from the Board following the Company’s 2023 Annual Meeting, each qualified as follows:an independent director in accordance with applicable NYSE listing and SEC rules while serving on our Board. | | | | | | | | | | | | | Audit
Committee | | Executive
Committee | | Executive
Compensation
Committee | | Nominating and
Public
Responsibility
Committee | | Transformation
Committee | | | | | | | John E. Cody
| | Chair
| | X
| | | | | | | | | | | | | Howard D. Elias
| | | | X
| | Chair
| | | | X
| | | | | | | Lidia Fonseca(1)
| | | | | | X
| | | | | | | | | | | John Jeffry Louis
| | X
| | | | | | | | Chair
| | | | | | | Marjorie Magner
| | X
| | Chair
| | X
| | | | | | | | | | | Gracia C. Martore
| | | | X
| | | | | | X
| | | | | | | Scott K. McCune
| | | | | | X
| | | | X
| | | | | | | Susan Ness
| | X
| | | | | | X
| | | | | | | | | Tony A. Prophet
| | | | | | | | X
| | X
| | | | | | | Neal Shapiro
| | | | X
| | | | Chair
| | |
(1) | Ms. Fonseca was appointed to the Executive Compensation Committee on February 25, 2015. |
AUDIT COMMITTEE
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 memberCompany, 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. The Audit Committee reviews the Company’s independent registered public accounting firm’s qualification, performance and independence on an annual basis. The Audit Committee also provides oversight of the Company’s internal audit function and 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. In connection with the Ethics Policy, the Audit Committee meetshas established procedures for the independence requirementsreceipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters and the confidential, anonymous submission by employees of the SEC as well as thoseCompany of the NYSE.any accounting or auditing concerns. In addition, the Committee monitors the Company’s finance- and investment-related diversity and inclusion efforts, including the Company’s investment, procurement and purchasing involving minority-owned businesses. 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. The Board has determined that John E. Cody isStuart J. Epstein and Karen H. Grimes are each an audit committee financial expert, as that term is defined under SEC rules, and is independent, as defined in the SECNYSE listing rules. This Executive Committee met nine times in 2014. EXECUTIVE COMMITTEE
The Executive Committee may exercise the authority of the Board between Board meetings, except as limited by Delaware law. This CommitteeIn 2023, the full board was able to review all items requiring Board oversight or approval, and did not meetrequire the Executive Committee to act in 2014.its stead.
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| Proposal 1—Election of Directors: Commitees of the Board of Directors |
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Leadership Development and Compensation Committee EXECUTIVE COMPENSATION COMMITTEE
The ExecutiveAs further described in the “Compensation Discussion and Analysis” (CD&A) section of this Proxy Statement, the Leadership 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 dutiesCommittee also monitors the Company’s human resources practices, including its performance in diversity, inclusion and responsibilities include reviewingequal employment opportunity, and approving on an annual basis corporate goalssupports the Company’s commitment to diversity and objectives relevant to compensationinclusion and the continuation of the Company’s CEOsuccessful efforts to gain and other senior executives, including members of the Gannett Leadership Teammaintain diversity among its employees and other Company and divisional officers. The Committee also is responsible for reviewing and discussing with management the Compensation Discussion and Analysis (CD&A) disclosures contained in the Company’s 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 Form 10-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 six times in 2014.management.
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, engage, retain or obtain advice of aand compensate any 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 such consultant, counsel or adviser, as determined by the Committee.it deems necessary. In selecting a consultant, counsel or adviser, the Committee evaluates its independence by considering the following sixindependence factors set forth in applicable SEC and NYSE rules and any other factors the Committee deems relevant to the adviser’s independence from management:management.
Provision of other services to the Company by the person that employs the consultant;
Amount of fees paid by the Company to the person that employs the consultant, as a percentage of that person’s total revenue;
Policies and procedures of the person that employs the consultant regarding prevention of conflicts of interest;
Any business or personal relationship between the consultant and any member of the Committee;
Ownership by the consultant of the Company’s stock; and
Any business or personal relationship between the consultant, or any person that employs the consultant and any executive officer of the Company.
From November 2007 through July 2014, theThe Committee retained Pearl Meyer &retains Meridian Compensation Partners, (PM&P)LLC (Meridian) as its consultant to advise it on executive compensation matters. After considering the above six factors, theThe Committee determined that PM&P was an independent compensation consultant in accordance with applicable SEC and NYSE rules.
PM&P participated in Committee meetings as requested by the chairman of the Committee and communicated directly with the chairman of the Committee outside of meetings. During the term of its engagement, PM&P (i) participated in Committee executive sessions without management present to assist in analyzing executive compensation practices and trends, the appropriate relationship between pay and performance and other relevant compensation-related matters, and (ii) reviewed the CD&A and other compensation related disclosures contained in the Company’s Proxy Statements.
Beginning in August 2014, the Committee retained Meridian Compensation Partners, LLC (Meridian) as its sole consultant to advise it on executive compensation matters. Meridian previously provided executive compensation services and advice to the Company for which it has received customary fees. 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.based on a review of the independence factors reviewed by the Committee.
Meridian participates in Committee meetings as requested by the chairmanchair of the Committee and communicates directly with the chairmanchair and other members of the Committee outside of meetings. Since its retention, Meridian specifically has provided the following services to the Committee:
• Consulted on various compensation plans, policies and practices; •Participated in Committee executive sessions without management present to assistpresent; •Assisted in analyzing executive compensation practices and trends the appropriate relationship between pay and performance and other relevant compensation-related matters; • Consulted with management and the Committee regarding market data used as a reference for pay decisions; Participated in•
Consulted on the design and constructionstructure of the Gannett Leadership Team Transition Severance Plan, which was adopted by the Committee in connection with the potential spin-off of the Company’s publishing business into a new, independent, publicly-traded company; Participated in the design of the Company’s 2015 equity award programprogram; and recommended policy and plan changes commencing in 2015, including changes relating to the shareholder proposal concerning
the vesting of equity awards in the event of a change in control;
• Assisted in shareholder outreach and on matters that arose in connection with the shareholder proposal relating to vesting of equity awards that was presented at the 2014 Annual Meeting and proposed again this year, and provided reports and advice on the same; and
Reviewed the CD&A section ofand other compensation related disclosures contained in this Proxy Statement. Governance, Public Policy and Corporate Responsibility Committee NOMINATING AND PUBLIC RESPONSIBILITY COMMITTEE
The Governance, Public Policy and Corporate Responsibility Committee, which, as noted above, was formed in August 2023 and combines the responsibilities of the Board's former Nominating and Governance and Public ResponsibilityPolicy and Regulation committees, regularly monitors the composition of the Board to ensure that it has the necessary mix of skills and experience to support the Company’s strategic focus, including diversity of thought, age, experience and racial, ethnic, and gender diversity. The Committee is charged with identifying individuals qualified to become Board members, recommending to the Board candidates for election or re-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. This Committee met three times in 2014. The Nominating and Public Responsibility 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, ethnicity and other self-identified diversity attributes of the communities we serve.the Company serves, and to support that goal through appropriate board-level self-assessment, nomination and recruitment processes. 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 Responsibility Committee historically has relied primarily on recommendations from management and members of the Board to identify director nominee candidates. The Committee has retained aperiodically retains search firmfirms 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
Any notice of director nomination forsubmitted to the 2016 Annual Meeting should mail their suggestions to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. SuggestionsCompany must be receivedcontain the information required by the SecretaryCompany’s By-laws, including the information required by Rule 14a-19 of the Company no laterExchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than January 19, 2016. The manner in which the Committee evaluatesCompany’s nominees at the 2025 Annual Meeting. See “How do I submit a shareholder proposal or nominate a director nominee candidates suggested by shareholders will be consistent withfor election at the manner in which the Committee evaluates candidates recommended by other sources.2025 Annual Meeting?” on page 76 for additional information. The By-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 directors who are or have been the CEO of the Company.
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| Proposal 1—Election of Directors: Commitee Charters |
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The Company’s Principles ofGovernance, Public Policy and Corporate GovernanceCommittee 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 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 Responsibility 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 May 2014, Mr. Prophet left his employment with Hewlett-Packard Company to join Microsoft Corporation. In accordance with the procedures outlined in the Company’s Principles of Corporate Governance, Mr. Prophet offered to submit a letter of resignation to the Committee for consideration. The Committee recommended that the Board not accept Mr. Prophet’s offer to resign, and the Board accepted the Committee’s recommendation. It was the sense of the Committee, and the Board more generally, that Mr. Prophet’s new role with Microsoft Corporation would enhance the significant business and operational experience he contributes to the Board.
TRANSFORMATION COMMITTEE
The Transformation Committee assists the Board of Directors in its oversight of risks relating to legal, regulatory, compliance, public policy and corporate social responsibility matters that may impact the Company’s strategic plan.operations, performance or reputation. The Committee’s duties and responsibilities include reviewing and evaluatingproviding guidance to the Board about legal, regulatory and compliance matters concerning media, antitrust and data privacy and monitoring legislative and regulatory trends and public policy developments that may affect the Company’s overalloperations, strategy, performance or reputation. The 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 operational plansEthics 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 addition, the Committee monitors the Company’s policies and programs relating to corporate social responsibility, sustainability, and ESG-related matters within its purview, and periodically discusses with management the Company’s initiatives for promoting racial and ethnic diversity in support of that strategy. This its news and other content.
Committee met three times in 2014.Charters COMMITTEE CHARTERS
The written charters governing the Audit Committee, the Executive Compensation Committee, the NominatingGovernance, Public Policy and PublicCorporate Responsibility Committee, and the TransformationLeadership Development and Compensation Committee, as well as the Company’s Principles of Corporate Governance, are posted on the Corporate Governance page under the Investor Relations menu of the Company’s website at www.gannett.com.www.tegna.com under the “Investors” menu. You may also obtain a copy of any of these documents without charge by writing to: Gannett Co.,TEGNA Inc., 7950 Jones Branch Drive, McLean,8350 Broad Street, Suite 2000, Tysons, Virginia 22107,22102, Attn: Secretary.
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| Proposal 1—Election of Directors: The Board's Role in Corporate Strategy |
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Corporate Governance The Board and the Company have instituted strong corporate governance practices to ensure that the Company operates in ways that support the long-term interests of our shareholders. Important corporate governance practices of the Company include the following: ETHICS POLICY
| | | | | ✓ | All of our directors are elected annually. |
| ✓ | Our directors and senior executives are subject to stock ownership guidelines. | ✓ | Eight of the nine TEGNA nominees are independent. |
| ✓ | We do not have a shareholder rights plan (poison pill) in place. | ✓ | We have a robust shareholder engagement program under which our independent directors and senior management typically engage with investors. |
| ✓ | We have a majority vote standard for uncontested director elections and a director resignation policy. | ✓ | We have an independent Board chair. |
| ✓ | Our Board has adopted a proxy access by-law provision. | ✓ | We maintain an ongoing board refreshment process. |
| ✓ | Mergers and other business combinations involving the Company generally may be approved by a simple majority vote. |
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 at www.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 TEGNA is committed to acting in the best interests of its shareholders and has always viewed ongoing dialogue with investors as a critical component of the Company’s corporate governance program. The Company maintains a long-standing shareholder engagement program to discuss matters related to our corporate governance, which supplements our normal-course investor relations outreach and engagement. While these conversations occasionally cover similar topics, our shareholder engagement program described below is primarily focused on matters related to broader strategy, Board and ESG, including corporate governance.
In 2023, TEGNA reinstated this shareholder engagement program following a pause during the pendency of the since-terminated merger with Standard General. The Company’s engagement efforts took place in the lead-up to and following the 2023 Annual Meeting and were led by the Board Chair, on behalf of the Board, and members of the Company’s senior management team, including, among others, our CEO, and both our outgoing CFO and incoming CFO. The Company contacted fifteen of our largest shareholders, which, at the time of our outreach, collectively held approximately 56% of our common stock. We spoke with 9 shareholders, including seven of our top ten largest shareholders, which, at the time of those meetings, collectively held approximately 43% of our common stock.
While individual conversations varied in specific focus, most focused on the following themes: 1.TEGNA’s business and strategy; 2.Board composition and oversight, as well as Board refreshment efforts; 3.Recent management team transitions and heightened focus on retaining TEGNA leadership; 4.Key ESG focus areas including developing and supporting talent, and the Company’s community and social impact; and 5.DE&I oversight and disclosure including evaluating progress.
During these engagement meetings, the Company gathered specific feedback regarding the shareholder right to call a special meeting, which was the focus of a shareholder proposal that received majority shareholder support at the Company’s 2022 annual meeting of shareholders (the "2022 Annual Meeting"). Because our 2022 Annual Meeting took place during the pendency of the Standard General transaction and pause in engagement as referenced above, the Company did not have the opportunity to previously seek input from shareholders on this matter. Given the importance and consequence of the rights identified in the proposal, the Company believed that, before taking any definitive action, it was best to understand the rationale of shareholders who supported the 2022 proposal and the perspectives of the Company’s current shareholder base.
Investors that shared their views related to the special meeting right terms were supportive of a twenty-five percent (25%) threshold with a one-year holding period. One investor indicated that while it would prefer a ten percent (10%) threshold, it was most focused on the Board establishing a special meeting right. The Board carefully considered the shareholder feedback received, the implications of special meetings, the Company's specific history, and the other avenues through which the Company provides shareholders an
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| Proposal 1—Election of Directors: The Board's Role in Risk Oversight |
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opportunity to share perspectives and feedback with the Company and Board. Following this review, the Board approved, and recommends that shareholders approve, amendments to our Fourth Restated Certificate of Incorporation ("Certificate of Incorporation") to permit shareholders holding at least twenty-five percent (25%) of our common stock continuously for at least one year to call a special meeting of shareholders. For more information regarding this proposal, see Proposal 4, starting on Page 60 of this Proxy Statement.
In addition, during our engagement sessions certain shareholders discussed the 2023 shareholder proposal regarding ratification of executive termination pay. While none of our shareholders raised the topic of our severance practices as an area of concern during the resultant engagement sessions, some of them indicated they would support a cash severance policy. In response, in October 2023, the Committee adopted our Executive Officer Cash Severance Policy, which requires shareholder approval over any new arrangement with an executive officer of the Company that contemplates the payment of cash severance in excess of 2.99 times base salary plus target bonus. For those who were unable to attend any of our investor meetings, our current investor presentation is available on our website at www.tegna.com. Any shareholder who has an inquiry or meeting request is invited to contact Julie Heskett, our SVP/CFO and Head of Investor Relations, at (703) 873-6747 or via email at investorelations@tegna.com. The Board’s Role in Risk Oversight The Board is primarily responsible for overseeing the Company’s approach to major risks and the Company’s risk management function in the context of the Company’s strategic plan and operations. In addition, the Company has implemented an enterprise risk management (ERM) program to enhance the Board’s and management’s ability to identify, assess, manage and respond to enterprise-wide strategic, market, operational and compliance risks facing the Company. Company management has day-to-day responsibility for (1) identifying risks and assessing them in relation to Company strategies and objectives, (2) implementing suitable risk mitigation plans, processes and controls, and (3) appropriately managing risks in a manner that serves the best interests of the Company, its shareholders and other stakeholders. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Senior management and other employees also report to the Board and its committees from time to time on risk-related issues. As part of our ERM program, our Board communicates to management its expectations for evaluating Company strategy and the risks inherent in that strategy, while management provides the Board with the information necessary to evaluate risk. Our ERM program is updated on a regular basis in order to identify potential risk exposures. Further, each committee of the Board also considers risk within its area of responsibility, with committee chairs reporting regularly to the entire Board on their committees’ efforts and findings, as noted in the following:
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| Responsibilities | Full Board |
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Primary responsibility for overseeing the Company’s risk management function and reviewing the steps management has taken to monitor and control the Company’s significant business risks, including potential financial, operational, privacy, cybersecurity, business continuity, legal and regulatory, and reputational exposures. |
Audit Committee |
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Reviews and discusses with management the guidelines and policies developed and implemented by management to assess and manage the Company’s exposure to risk. Also reviews financial, accounting and audit risks, including risks relating to accounting and financial controls, and oversees the Company’s ERM program generally. | Governance, Public Policy and Corporate Responsibility Committee |
| Oversees and monitors the Company’s risks related to Board structure and composition, and corporate governance, as well as the Company’s risk exposure associated with media, antitrust and data privacy laws, rules and regulations, compliance with the Company’s ethics policy and public policy and corporate social responsibility, sustainability and “ESG”-related matters. |
Leadership Development and Compensation Committee |
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Oversees and evaluates risks associated with the compensation and development of the Company’s executives and succession planning, including review of the Company’s compensation plans, policies and programs to confirm they are not structured to encourage unnecessary risk taking by executives. |
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.
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| Proposal 1—Election of Directors: The Board's Role in the Oversight of Cybersecurity and Data Privacy |
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The Board’s Role in the Oversight of Cybersecurity and Data Privacy Protecting the Company’s systems and our data from cyberattacks and unintentional or malicious breaches is a priority for the Company’s leaders and the Board. The Board provides oversight and receives regular updates and reports about the Company’s cybersecurity programs and policies. Information Technology (IT) leaders also provide quarterly and annual cybersecurity updates to the Board. Cybersecurity Highlights: •The Company uses the NIST Cybersecurity Framework and has clearly defined policies and standards for all employees and technical systems. •Following the NIST Cybersecurity Framework, the Company utilizes policies, software, training programs and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing and identity management systems. •The Company has an extensive patching and software update program, and performance metrics are reported to our Board on a regular basis. •We conduct annual security awareness training for all employees, and regularly conduct internal email phishing tests to validate training. •The Company has documented and tested incident response plans, which are updated annually and verified by an outside law firm with cybersecurity expertise. •We undertake frequent business impact analysis to review our technology infrastructure, partners and process dependencies and to prioritize the recovery planning governance. •We review our vendors’ cybersecurity practices before we enter into business transactions with them, and we seek to contractually obligate vendors to operate their environments in accordance with strict cybersecurity standards. We also develop contingency plans to ensure business continuity if our vendors are subject to a cyberattack that impacts our use of their systems. The Board, through its Governance, Public Policy and Corporate Responsibility Committee (the “GPPCR”), also oversees the Company’s efforts to comply with data privacy laws and regulations. Our legal team works closely with our information technology security team and our management to address privacy issues when they arise. The GPPCR committee reviews TEGNA’s privacy policy with management on at least an annual basis to ensure our standards reflect applicable legal requirements and our current data practices. Management also provides regular updates to the GPPCR committee regarding developments in the privacy law landscape. Data Privacy Highlights: •The Company’s employee data, including human resources and payroll data, is generally maintained by outside vendors under long-term contracts. These vendors’ data security programs are vetted by Company IT personnel, and contracts include requirements regarding the protection of our data, including reasonable assurances that data is encrypted while at rest. The Company also requires access to annual SOC-1 and/or SOC-2 compliance reports whenever available. •All of the Company’s digital properties have a privacy policy that discloses how we collect, maintain and use consumer information and describes the ways in which our audience can limit and/or opt out of our collection and use of their data. The Company also complies with applicable state consumer privacy laws, including laws enacted in California, Virginia, Connecticut, Colorado, and Utah, including by allowing residents of those states and other visitors to our digital properties to exercise the rights afforded under those laws, as further described in our privacy policy. As part of our efforts to honor user choice, we have integrated the OneTrust preference center into our television station desktop and mobile websites and mobile apps to facilitate our users’ ability to opt out of the sale and/or sharing of personal information in connection with ad targeting. •The Company strives to comply with the Payment Card Industry Data Security Standards (PCI DSS). In its efforts, the Company uses a third-party vendor to process all credit card transactions with our advertising customers. As a result, the Company does not intentionally collect its customers’ payment card data, helping us to limit the risk of exposing such data in the event of a security incident.
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| Proposal 1—Election of Directors: The Board's Role in Corporate Strategy |
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The Board’s Role in Corporate Strategy The Board of Directors is actively involved in overseeing, reviewing and guiding the Company’s corporate strategy. Strategic business issues, including developments in our industry and industry positioning, opportunities for growth, multiyear strategic plans, investments and capital allocation, including M&A-related decisions, are discussed as a matter of regular course at our Board meetings. The Board also discusses corporate strategy throughout the year with management, both formally and informally, and during executive sessions of the Board, as appropriate. The Board discusses the Company’s performance and results relative to our operating plan and expectations periodically throughout the year. At regular Board meetings, senior Company management makes presentations to the Board to facilitate a further in-depth and comprehensive discussion and review of the Company’s strategic and operational plans, initiatives and goals over the long, medium and short-term, as well as paths, options and alternatives to achieving such goals. Board and committee-level discussions are also regularly infused with strategic and business themes. For example, the Governance, Public Policy and Corporate Responsibility Committee reviews the potential impact of regulatory developments on the Company’s strategy and operations and the Leadership Development and Compensation Committee seeks to ensure that the Company’s human capital management policies and programs are designed to maximize the Company’s ability to recruit, develop and retain the talent necessary to support its strategic and operational priorities. Board Oversight of Corporate Responsibility Initiatives The Board has oversight of the Company’s Corporate Responsibility initiatives and practices. In particular, the GPPCR committee monitors, in coordination with the Board and other Board committees regarding matters within their purview, the Company’s policies and programs relating to corporate responsibility matters, including: •TEGNA’s strategy and initiatives to serve the greater good of our local communities while strengthening our business and protecting and enhancing TEGNA’s long-term value to our employees, shareholders and communities; and •TEGNA’s policies and commitment to managing our environmental impact responsibly and sustainably, and educating the public on these issues through our journalism. As a result of the Board’s ongoing oversight of TEGNA’s corporate responsibility and outreach to our shareholders, over the past few years we have made several enhancements to our disclosures, including: •Publishing updates to provide information on our corporate social responsibility initiatives to stakeholders. •Providing Equity and Inclusion updates to further enhance discussion of diversity and leadership initiatives and the progress made on each of our 2025 DE&I goals. •Providing an overview of our sustainability efforts to describe how TEGNA is intensifying our focus on being responsible stewards of our resources. •Aligning our reporting with the Sustainability Accounting Standards Board (SASB) guidelines for the Media & Entertainment industry in response to investor feedback. Board Oversight of Diversity, Equity and Inclusion The Board and management are committed to ensuring our company reflects the diversity of the communities we serve. In 2023, we continued to make progress on the five pillars we implemented in 2020 to support our 2025 DE&I goals to increase Black, Indigenous and People of Color (BIPOC) representation on our content teams, content leadership and company leadership. To strengthen accountability with regard to diversity in the Company's governance , the Board has adopted specific areas of oversight for each Board committee regarding how TEGNA approaches diversity: •The Leadership Development & Compensation Committee is responsible for monitoring the Company’s performance in diversity, inclusion and equal employment opportunity, supporting our commitment to these principles and the continuation of our efforts to gain and maintain diversity among our employees and management. •The Governance, Public Policy and Corporate Responsibility Committee is responsible for monitoring the racial, ethnic and gender diversity of the Board. The committee also reviews with management the Company’s approach to, and initiatives and support for, promoting racial and ethnic diversity in our news and other content through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership. •The Audit Committee is responsible for monitoring the Company’s finance and asset management-related diversity and inclusion efforts, including our investments and purchasing involving minority-owned businesses.
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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Corporate Social Responsibility Our corporate social responsibility practices are designed to strengthen our business while protecting and enhancing TEGNA’s long-term value for all our stakeholders—our communities, our employees, and our shareholders.
| | | Under the oversight of the Governance, Public Policy and Corporate Responsibility Committee, the Company’s environmental policy focuses on being responsible stewards of our resources by centering on environmentally responsible business operations, management of our carbon footprint and energy conservation. Our stations continue to bring focus on environmental and sustainability issues across the country and the globe. They regularly report on environmental and climate issues that impact their communities and, increasingly, they are generating stories about the solutions to address those effects. •NEWS Center Maine continued its commitment to raising awareness, fostering understanding, and catalyzing action in the face of climate change. By bringing stories to viewers each week, the station aims to empower its community to be stewards of Maine’s natural beauty and architects of a sustainable future. •WWL in New Orleans investigated saltwater intrusion and its impact and risk to the community. As saltwater comes up the Mississippi River it impacts local water supplies; the station educates the community about what specific water supplies are impacted, and when residents need to make the switch to bottled water for safety reasons. WWL also outlines what the Army Corps of Engineers is doing to mitigate risk and improve water safety and reliability, including shifting project timelines. •KXTV in Sacramento continued coverage on the California drought and its impact in the community, including welcome news in the spring on how the winter brought an unexpected deluge to the state, improving the short-term drought outlook. •KUSA, in Denver, pursued in court the release of text messages from employees’ personal phones from the night a hailstorm injured more than 100 people at Red Rocks Amphitheater in June. A judge ruled from the bench that the texts were indeed public records and ordered their release, setting a precedent. The text messages proved that improvements are necessary to the steps taken to warn fans about severe weather threats. •WUSA in Washington, D.C., continued its #EnvironmentMatters Initiative through community service projects, education-focused events, and environmental storytelling. The station held four Recycle Days covering all locations in the greater DMV area, collecting items ranging from electronics to youth sports equipment. |
| Four area middle schools submitted environmental projects to the station and received educational support and materials from The Smithsonian Science and Education Center; each school was also awarded $5,000 from corporate sponsor Washington Gas to develop their projects. In addition, the WUSA meteorology team visited local elementary and middle schools and produced at least two stories per week on environmental issues. •Three TEGNA stations in Texas (WFAA in Dallas, KVUE in Austin, and KHOU in Houston) covered the Electric Reliability Council of Texas’s (ERCOT) work to ensure a stable power grid for Texans, including informing viewers on specific times when ERCOT is requesting energy conservation efforts from residents. The stations investigated concerns that winter could once again strain Texas’s power grid, and what ERCOT’s plan is for power reserves.
TEGNA stations also support environmental and sustainability issues through the TEGNA Foundation’s Community Grants program. WXIA in Atlanta provided support to the Greening Youth Foundation for job training for careers in sustainability, conservation and the environment. WKYC in Cleveland supported educational programs for middle school students at the Great Lakes Museum of Science. KTHV in Little Rock supported an AmeriCorps program, Full Circle FarmCorps, focused on community gardening.
Sustainability Practices: TEGNA continued to focus on reducing business travel by using video conferencing technology across the company. We continue to apply thoughtful energy efficiency strategies, including updating stations’ studio lighting to LEDs, replacing inefficient HVAC systems and replacing roofs with energy efficient materials. To operate in an environmentally friendly way, our environmental policies include practices for recycling and responsible disposal of technology products and equipment such as batteries and reducing the waste we generate at corporate offices and in production processes. We regard environmental responsiveness and resource conservation as an integral part of business management, and we support finding sound solutions to environmental problems that may arise. Each employee is expected to work toward these goals and is encouraged to advise their supervisor promptly of any situation that may be in conflict with our environmental policy. |
| | 14 I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| | | We are committed to building a more diverse, equitable and inclusive culture. Our Board and management team early in 2021 undertook several initiatives to drive meaningful and sustainable progress toward becoming more inclusive and racially diverse, including setting quantifiable five-year Diversity, Equity and Inclusion goals. We established these goals with the belief that a deliberate approach and focus on improving Black, Indigenous and People of Color (BIPOC) representation on content teams, content leadership and company leadership roles will enable us to make the biggest impact to our inclusive culture and in the news reporting we provide in our communities. To support our goals, we are actively seeking diverse talent through recruiting and professional development, investing in a |
| multiyear Inclusive Journalism program, gathering regular input from our employees and providing training and learning opportunities. In 2023, TEGNA continued to make progress toward achieving our DE&I goals. We know there is much more work to do, and progress takes a daily commitment. With the support of our Board of Directors, management team, station management, input from our local Diversity & Inclusion working groups, and our employees, we are proud of the gains we have made in diversifying our workforce, creating a more inclusive culture, and ensuring our storytelling reflects the communities we serve. |
| | | | | | | | | | | | | 2025 Diversity and Inclusions Goals and 2023 Progress | | | | | | | | Content Teams: Increase the diversity of our content teams (news, digital and marketing employees) to reflect the aggregate BIPOC* diversity of the communities we serve, which is ~36%. | Content Leadership: Increase BIPOC representation in content leadership roles by 50%. | Company Leadership: Increase BIPOC representation across all management roles within the organization by 50%. | | * BIPOC = Black, Indigenous, and People of Color
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| CONTENT TEAMS | CONTENT LEADERSHIP | COMPANY LEADERSHIP | ALL
EMPLOYEES
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| 2025 BIPOC Goals | Reflect markets at ~36% | Increase by 50% | Increase by 50% |
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| On track | On track | On track |
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| 2023 BIPOC Progress | 1/1/21 – 27% 12/31/21 – 30% 12/31/22 – 32% 12/31/23 – 33.1% | 1/1/21 – 17% 12/31/21 – 20% 12/31/22 – 23% 12/31/23 – 24.3% | 1/1/21 – 16% 12/31/21 – 18% 12/31/22 – 20% 12/31/23 – 21% | 1/1/21 – 25% 12/31/21 – 27% 12/31/22 – 29% 12/31/23 – 29.7% |
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| 2023 Female Representation | 1/1/21 – 46% 12/31/21 – 46% 12/31/22 – 45% 12/31/23 – 44% | 1/1/21 – 45% 12/31/21 – 44% 12/31/22 – 44% 12/31/23 – 43% | 1/1/21 – 41% 12/31/21 – 42% 12/31/22 – 42% 12/31/23 – 41% | 1/1/21 – 47% 12/31/21 – 47% 12/31/22 – 47% 12/31/23 – 46% |
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| ASIAN | BLACK OR
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AMERICAN | HISPANIC
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| | All Employees | 3.2% | 12.8% | 11.0% | 67.9% | 2.7% | 2.4% | |
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| * N/A = not available or not disclosed |
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| | 2024 PROXY STATEMENT I 15 |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| | | The following are the five pillars that support achieving our DE&I goals and notable progress we have made in 2023: •Talent Pipeline and Bench Strength: Increase partnerships with diverse professional organizations, historically black colleges and universities (HBCUs), Hispanic-serving institutions, and universities. Continue building on our existing internship, Producer-in-Residence, and other programs. oProgress: We continued to expand our partnerships with the National Association of Black Journalists, National Association of Hispanic Journalists, and Asian American Journalists Association through engagements at both the national and local level. Our trailblazing Producer-in-Residence program increased its class size from 2021, with 64% of participants represented by people of color, and 76% of participants identifying as female. Our paid Summer Intern Program experienced similar success, with people of color representing 56% of our interns. Additionally, while we have had a focus on our content teams, in partnership with our sales leaders, our talent organization launched our first-ever Sales-in-Residence program, designed to enhance a diverse early-career talent pipeline into sales generating roles. 67% of our inaugural class was represented by people of color. •Leadership Compensation Tied to Diversity and Inclusion Goals: Enhance our diversity and inclusion goals for key leaders in the organization. oProgress: We delivered on our commitment to ensure that D&I goals are embedded meaningfully into both our annual performance management and our bonus processes for 2023. We also finalized our 2024 measures for key leaders. •Multi-Year Inclusive Journalism Program: Development and launch of customized, multi-year inclusive journalism program with expert external partners. oProgress: Begun in 2020, TEGNA’s Inclusive Journalism Program continues to bring meaningful change to our 49 newsrooms and their coverage. The customized program, developed in partnership with the Poynter Institute, strives to deliver storytelling that reflects the communities TEGNA serves while enhancing our stations’ racial diversity and inclusion. In 2023, Inclusive Journalism Program training for all new content employees continued, and the second leadership program for middle managers – an initiative started in 2022 – was held in an effort to increase diversity in content and other leadership positions. The third round of diversity and inclusion audits by Horowitz Research began at stations and includes broadcast, digital and marketing content. These audits foster fresh ways for newsrooms to engage and better represent their communities, including creation of Race and Culture positions and units, community days so journalists can develop relationships with underrepresented communities, and community Equity and Inclusion committees. |
| As a result of this program, several stations have begun programs that cover traditionally underrepresented communities and topics, including KARE’s Lifting Voices initiative in Minneapolis-St. Paul, KSDK’s RACE: Listen. Learn. Live., and WXIA in Atlanta’s Voices for Equality. •Leverage Insights from Employee Feedback: Employ employee input to improve our action planning and accountability. oProgress: In 2023, we conducted a companywide Employee Survey that showed significant improvement in employees’ belief that we are committed to the hiring and promotion of BIPOC individuals. This is also reflected in our diverse workforce. Additionally, our local D&I teams at stations continued to partner with local leaders to apply ideas that enhance inclusion at our stations. Input from these groups led to several actions, including development of an inclusive leadership interview matrix, as well as establishment of local diverse interview panels, local mentoring networks, and inclusive hiring training for managers, among others. •Employee Training: Provide employees with ongoing resources and platforms to increase learning and discussion on D&I topics to support a culture of belonging. oProgress: In 2022, we launched a comprehensive resource for all employees related to all D&I related information, including our companywide Diversity in Action newsletter, D&I Roundtable series, and stories from our Race and Culture teams across TEGNA. Recently, a new section has been added to allow local station D&I committees to share local updates. In February, we launched a monthly series to highlight employees’ unique cultural perspectives called “Share Your Culture.” Launched in 2022, the Diversity in Action newsletter provides regular D&I updates for all employees and was distributed on a bi-monthly basis throughout 2023. The newsletter also included highlights from stations’ reporting focused on diverse communities and topics, best practices shared by local D&I committees, and D&I resources for continued learning. Inclusive Hiring training, developed in partnership with TEGNA’s recruiters, was offered to hiring managers for a third year. Training is also available to human resources business partners and general managers. The Office of Diversity and Inclusion also offers training to prevent and address microaggressions. TEGNA has continued its partnership first developed in 2021 with the National Center for Civil and Human Rights (NCCHR). NCCHR has provided training on topics such as Defining DEI, Implicit Bias, and Microaggressions, with new training modules scheduled to be available in 2024
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| | 16 I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| | | Our people play an important role in our success in today’s rapidly evolving media landscape. The Board’s Leadership Development and Compensation Committee oversees our human capital management objectives to attract, retain and develop the highest caliber talent in our industry. Our human resources programs are designed to support these objectives by offering competitive pay, industry-leading benefits and development and growth opportunities. We strive to foster equity and inclusion in our culture through our human resources, diversity and journalism programs and policies. Employee Well-Being: Maintaining the health and well-being of our employees and their families is a top priority for our company. We provide a host of industry-leading benefits to help our employees live healthier, more fulfilled and happier lives at work and beyond. We regularly review and update the benefits we offer to respond to our employees’ changing needs. TEGNA benefits offer: •Plan Choice: TEGNA offers two medical plans, a Consumer Choice Health Plan (CCHP) and a Preferred Provider Organization (PPO) plan. Both plans offer access to the same network of providers, preventive care options and affordable prescription medication. Our plans are designed to support the various life stages of our employees and their families. •Free Dental Coverage for Children: Employees can elect dental coverage from Delta Dental of Virginia without a TEGNA medical plan. Delta Dental’s Right Start 4 Kids program offers 100% coverage for diagnostic, preventive, basic, and major services for dependent children up to age 13. •Enhanced Prescription Drug Care: TEGNA has partnered with PrudentRx to cover certain specialty medications at 100%. Our prescription drug partner, CVS Caremark, has launched Caremark® Cost Saver™ to provide automatic access to GoodRx’s prescription pricing, ensuring employees always pay the lower price for generic medications. •Virtual Telehealth: In today’s mobile world, having access to healthcare on-the-go is important. Through Teladoc®, employees have 24/7 access to on-demand U.S. board-certified doctors and clinicians for non-emergency or general medical care who are available through video, phone or mobile app. TEGNA covers up to nine visits per family annually. Mental Well-Being: TEGNA provides employees a wide variety of mental health related benefits: •Spring Health provides convenient, comprehensive and confidential wellness services, available 24/7. The program covers 12 therapy sessions annually for employees and each of their family members – even if the employee is not enrolled in TEGNA’s medical plans. Employees are paired with a Care Navigator, a licensed mental health professional, for hands-on |
| guidance and care coordination. They can also recommend other in-network providers. •For employees on TEGNA’s benefits plan, BlueCross BlueShield of Texas offers telehealth benefits that deliver live video or phone consultations with a provider, including mental health providers. •Throughout 2023, we hosted mental health webinars focusing on winning the battle against burnout, mindfulness to improve sleep and journaling, as well as special webinars focused on current events that may impact employee well-being.
Life and Family: TEGNA also provides a number of benefits to support our employees in their personal and family life, including: •TEGNA 401(k) Savings Plan: TEGNA’s 401(k) Savings Plan helps employees save now so they can experience financial security in the future. All employees, including part-time and temporary employees, can participate in the program. Contributions made up to the first four percent of pay are eligible for a 100 percent match from the company. Employees are immediately 100 percent vested in all contributions, including the company match. •Fertility Benefits: Fertility Benefits are covered at no additional cost to employees enrolled in TEGNA’s medical plans. The plan connects employees to the highest quality fertility specialists across the U.S. who use the latest advancements in science and technology to increase the chances of a healthy and successful pregnancy. •Parental Leave: All new parents receive at least six weeks of parental leave to focus on their growing family. Women who give birth can take a minimum of 12 weeks maternity leave paid at 100 percent. •Adoption or Surrogacy Assistance: Adoption and surrogacy assistance helps to pay for expenses incurred in building a family. The plan will reimburse 100 percent of eligible expenses to a maximum of $10,000. •Family First Caregiving Assistance: Employees have access to Family First,which provides care plans, ongoing support, and help managing legal, emotional and financial issues related to caring for aging parents or chronically ill family members. •Care@Work: A partnership with Care@Work by Care.com helps employees manage family care needs while balancing work, including child, elder or pet care. Through the premium membership, employees have unlimited access to find local caregivers 24/7 and the ability to message caregivers and review background check options. |
| | 2024 PROXY STATEMENT I 17 |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| •Volunteerism and Matching Gifts. Our mission to serve the greater good of our communities goes beyond keeping our |
| | | audience informed and safe. TEGNA and our stations take an active role in helping make our communities better places to live and work. Through the TEGNA Foundation, employees receive 10 hours of PTO annually for volunteer work and receive a Matching Gift for donations to the causes and nonprofits important to them. •Time Away: Time away from the office is an important benefit that enables employees to relax and refresh mentally and physically. TEGNA’s paid time off program gives them the flexibility to take time off by combining vacation, sick and floating holidays. Company holidays are observed throughout the year guidance and care coordination. They can also recommend other in-network providers. Talent Development and Performance Management: TEGNA provides a range of learning and development opportunities for employees and leaders to help expand their skills, prepare them to step into larger roles in the future and grow their careers.
We are investing in and growing our talent pipeline through specialized programs for managers and leaders, content and sales employees, and high-potential early career talent, including: •Manager Training: We invest in the learning and development of our managers as we believe they are critical to the company’s long-term success. Our manager training is based on TEGNA’s critical leadership skills and provides a targeted and progressive curriculum. The curriculum delivers tailored content for managers depending on their leadership level. This program includes content on foundational policies and procedures, how to lead effectively, how managers can foster a high-performing team and how to lead strategically through change and collaboration. In 2022 and 2023, we trained 175 manager and director-level employees for a total of 3,500 hours of dedicated leadership training. •Leadership Development Programs: Based on our critical leadership skills, we enhanced our formal leadership development programs, including Leadership in Action and Executive Leadership Development, to ensure our current and future director-level and VP-level talent have the necessary development and training to prepare them to step into larger leadership roles in the future. In 2023, our Leadership in Action group was comprised of 26 leaders, with 35% of participants represented by people of color and 50% identifying as female. Since each program’s inception, we’ve graduated close to 100 leaders. As an outcome of our Executive Leadership Program, 43% of participants have been promoted into general manager or larger leadership roles in the organization. Twenty-six percent of participants in our Leadership in Action Program have been promoted into director-level roles, with the last group graduating at the end of 2023. •News Leadership Forum: The News Leadership Forum is an eight-month, all-virtual training program to prepare future news and digital leaders in our company. The goal of the program is to prepare our content leaders for day-to-day operational newsroom responsibilities, including leadership. In 2023, we completed one class comprised of 51 participants with 51% of participants represented by journalists of color and |
| •Sales Training: We provide our sales teams with training opportunities to increase their skills and knowledge. In 2023, we held seven workshops to develop better understanding of our Premion product and over-the-top (OTT) advertising among our salesforces. We also offered a Confidence Builder Series, providing resources and insights to our sales teams focused on multiple aspects around sales, including client success stories, prospecting and connecting tips, and client thought leadership. In addition to the Premion workshops offered in 2023, our sales and digital sales teams were offered hundreds of hours of ongoing opportunities for virtual training and best practices sharing, in addition to in-person trainings during station visits. We have also developed and implemented a variety of training courses to help foster our high-performing and accountable culture. Courses offered in 2023 included: •How to create a S.M.A.R.T. (specific, measurable, attainable, relevant, and time-based) performance goal. •How to give and receive feedback To support professional development across the company, training is provided for employees and managers on how to write effective performance reviews, how to create performance and development goals, and how to have career coaching conversations. To grow and develop new talent, TEGNA offers the following early career programs: •Producer-in-Residence Program: TEGNA’s Producer-in-Residence (PIR) program has grown to one of the largest entry-level producer development programs in the industry. We search for PIR participants at major journalism schools as well as regional universities and colleges, including several historically Black institutions, with more than 61% of participants in the program being journalists of color since its launch in 2018. The program includes a producer boot camp followed by two years of early career training as a producer at one of our local stations. In the last six years, we have promoted 83% of the 180 graduates hired into a regular producer position at a TEGNA station before the end of two years. In 2023, we hired 50 program graduates, with 64% represented by journalists of color and 60% identifying as female. •Summer Intern Program: TEGNA’s Summer Intern program provides rising college seniors with meaningful work assignments, connections to the communities we serve, and career development opportunities. We offer a variety of intern tracks, including producer, advertising/sales and marketing. The program has improved our intern-to-employee conversion rate and has notably increased diversity in our early career roles. In 2023, TEGNA employed 36 interns, with 56% of participants represented by people of color and 72% identifying as female. Journalist Safety: Our head of security and safety coordinates ongoing safety training in all our newsrooms as part of our protection protocols for journalists. |
| | 18 I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| | | 57% identifying as female. News Leadership Forum participants completed more than 35 hours of training during this program between 2022 and 2023. |
| Culture of Respect: TEGNA’s culture is built on treating everyone with respect, and this focus shapes how our employees interact with each other, our viewers, users and clients. |
| | | •Content Training: We offer ongoing learning and development opportunities for our content teams to improve their storytelling and production skills, help them to create more innovative content, improve on digital and social training, share best practices and more. Content leaders in our newsrooms were offered more than 600 hours of training opportunities in 2023. Equal Employment Opportunity: TEGNA is a proud equal opportunity employer. We are a drug free, EEO employer committed to a diverse workforce. We encourage and consider all qualified candidates regardless of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity, family responsibilities, disability, enrollment in college or vocational school, political affiliation, veteran status, or genetic information. TEGNA complies with all applicable laws related to accommodations.
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| Harassment and Discrimination: We commit to our employees that the TEGNA work environment will be free from all forms of discrimination. This includes harassment on the basis of race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity, family responsibilities, disability, enrollment in college or vocational school, political affiliation, veteran status or genetic information. We do not tolerate harassment or discrimination of our employees, nor do we tolerate workplace violence of any type. Employees who feel they have been subjected to sexual harassment, or harassment on any other basis, should immediately report the incident to their supervisor, department head or a human resources representative. An option for anonymous reporting is also available. Retaliation against anyone for complaining about harassment or discrimination, or for participating in the investigation of a complaint of harassment or discrimination, is against TEGNA policy and will not be tolerated. |
| | 2024 PROXY STATEMENT I 19 |
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| Proposal 1—Election of Directors: Corporate Social Responsibility |
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| | | With our purpose to serve the greater good of our communities, TEGNA and our stations take an active role in helping make our communities better places to live and work. In 2023, TEGNA was recognized by The Civic 50 for a fourth consecutive year as one of the 50 most community-minded companies in the United States and the Telecommunications Sector Leader. Through the TEGNA Foundation, we work to improve lives in the communities we serve by contributing to a variety of local charitable causes through Community Grants. Through its other programs, the Foundation invests in the future of the media industry through Media Grants, supports employee giving and volunteerism, and contributes to a variety of charitable causes. •Local Community Grants:The TEGNA Foundation’s local Community Grants program is the main vehicle for distributing charitable donations within our communities. Each year, TEGNA stations identify pressing needs in their communities and partner with local nonprofit organizations to help address these issues. Grants are distributed within the United Nations Sustainable Development Goal framework, with the majority of 2023. •Supporting Local Causes:In addition to the Community Grants program, TEGNA stations help to raise more than $100 million each year to support diverse local causes that address specific needs in our communities. •Employee Giving & Giving Time:TEGNA employees also give back to their local communities by volunteering for and donating to the causes that matter most to them. In 2023, TEGNA Foundation matched employee donations to the nonprofits most meaningful to them. As a result, the Foundation approved 2,400 employee matching gifts. Over 1,000 unique nonprofits were reached through TEGNA employees’ giving. Their donations combined with TEGNA Foundation matches totaled more than $1.5 million. TEGNA supports employee participation in charitable causes, providing 10 hours of paid time off annually for volunteer work in addition to our employee matching gift program. •Supporting Our Industry:The TEGNA Foundation in 2023 awarded 11 annual Media Grants, totaling $135,000, to support training for the next generation of diverse journalists; education and development opportunities for journalists and other professionals in the media field; and protection of First Amendment freedoms. Organizations that received Media Grants in 2023 include: American Bar Association Fund for Justice and Education, Asian American . |
| Journalists Association, Carole Kneeland Project for Responsible Television Journalism, Investigative Reporters & Editors, Inc., National Association of Black Journalists, National Association of Hispanic Journalists, Indigenous Journalists Association, Online News Association, Poynter Institute for Media Studies Inc., Radio Television Digital News Foundation, NLJGA: The Association of LGBTQ+ Journalists •Equity and Inclusion Grantmaking: 2023 marked the second year of TEGNA Foundation’s formalized DE&I Grantmaking program, an employee-led grants program recommending grants that provide critical support and resources to underserved groups or communities. The program particularly favors making grants to organizations that are led by a diverse staff and serving the communities where TEGNA does business. In 2023, this grant committee recommended 39 grants to support local efforts in environmental justice, disability pride awareness, the LGBTQ+ youth and senior communities, and the Hispanic and Asian American communities. •Special Grantmaking:The TEGNA Foundation also made several special grants, including: oContinued support for the mission of Reporters Committee for Freedom of the Press, to protect the right to gather and distribute news. oSupport for Freedom of the Press Foundation’s cybersecurity trainings for journalists. oSupport for broadcasters in need, through the Broadcasters Foundation of America oSupport for The Media Institute in its nonpartisan efforts to promote freedom of speech and encourage a competitive media environment and communications industry. oSupport for T. Howard Foundation’s programs seeking to increase diversity in the media industry. oSupport for International Radio & Television Society Foundation’s mission to build future leaders and increasing diversity in the media industry. TEGNA also serves and supports our communities by offering free airtime for nonprofits and charitable organizations to broadcast public service announcements (PSAs) that serve the public interest. In 2023, TEGNA stations provided $20 million in free airtime for PSAs. |
| | 20 I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Annual Board Performance Evalutaion |
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Annual Board Performance Evaluation The Company conducts an annual Board performance evaluation process in which the Board either retains an independent consultant experienced in corporate governance matters to conduct an in-depth study of the Board’s effectiveness and to assist it with the annual performance process or conducts Board and committee self-evaluations using written questionnaires. In addition, our independent Board Chair regularly speaks with other Board members and receives feedback regarding Board and committee practices and management oversight. In 2023, the Board and each committee performed a confidential assessment of their effectiveness using written questionnaires developed with the assistance of an independent consultant that is experienced in corporate governance matters. The results of the evaluation process were reported to the Board and are being applied to enhance the overall operation and effectiveness of the Board and its committees. 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 Investor Relations menu of the Company’s website at www.gannett.com.www.tegna.com under the “Investors” menu. You may also obtain a copy of the Ethics Policy without charge by writing to: Gannett Co.,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 Investor Relations“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 calling 1-800-234-42061-800-695-1704 or by emailing or writing to the addresses provided in the Company’s Whistleblower Protection & Ethics ViolationViolations Reporting Policy found on the Corporate Governance page under the Investor Relations menu of the Company’s website.website at www.tegna.com under the “Investors” menu. Any concerns regarding accounting or auditing matters so reported will be communicated to the Company’s Audit Committee. Related Transactions; Compensation Committee Interlocks and Insider Participation REPORT OF THE AUDIT COMMITTEE
The Audit Committee assistsOur Company has not had compensation committee interlocks with any other company, nor has our Company engaged in any material related transactions since January 1, 2023, the first day of our last fiscal year. Although no such related transactions have occurred or are anticipated, the Board of Directorshas adopted a related person transaction policy that outlines the procedures that the Board will follow in its oversight of financial reporting practices and the quality and integrity of the financial reports ofconnection with reviewing any future transactions involving the Company including compliance with legal and regulatory requirements,related persons. The policy takes into account the independent registered public accounting firm’s qualifications andcategories of transactions that the Board has determined are not material in making determinations regarding independence and the performance ofrequires directors and executive officers to notify the Company’s internal audit function. The Audit Committee appoints the Company’s independent registered public accounting firm. The 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 disclosuregeneral counsel of any waiverpotential related person transactions.
| | 2024 PROXY STATEMENT I 21 |
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| Proposal 1—Election of Directors: Report of the Audit Comitte |
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Report 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.
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-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 20132022 and 2014,2023, the Company’s independent registered public accounting firm, for each of those years, Ernst & YoungPricewaterhouseCoopers LLP (“EY”PwC”), billed the Company the following fees and expenses:
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| | Audit Fees—Gannett(1) | | $ | 3,790,000 | | | $ | 4,609,000 | | Audit Fees—Acquisitions(2) | | $ | 464,000 | | | $ | 200,000 | | | | |
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| Audit Fees(1) | | $ | 4,254,000 | | | $ | 4,809,000 | | Audit-Related Fees(3) | | $ | 170,000 | | | $ | 1,280,000 | | Tax Fees(4) | | $ | 435,000 | | | $ | 235,000 | | All Other Fees(5) | | $ | 0 | | | $ | 0 | | | | |
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| Total(6) | | $ | 4,859,000 | | | $ | 6,324,000 | |
(1) | Audit Fees principally relate to professional services rendered in connection with the annual integrated audit of the consolidated financial statements and internal control over financial reporting, the review of quarterly reports on Form 10-Q, and statutory audits required internationally. The Audit Fees for 2014 include amounts for audit procedures performed in respect of the former Belo television stations and Cars.com in support of the Company’s integrated audit. Fees for CareerBuilder, LLC for audit services in 2013 and 2014 were $645,000 and $675,000, respectively. |
| | | | | | | | | | 2022 | | 2023 | | Audit Fees (1) | | $ | 2,543,463 | | $ | 2,750,000 | | Audit-Related Fees (2) | | $ | 305,000 | | $ | 405,000 | | Tax Fees (3) | | $ | 132,468 | | $ | 268,537 | | All Other Fees (4) | | $ | 900 | | $ | 900 | | Total | | $ | 2,981,831 | | $ | 3,424,437 | |
(2) | The 2013 fees for audit services shown in this row relate to services provided by EY in connection with the Company’s acquisition of Belo, and the 2014 fees relate to services provided by EY in connection with the Company’s acquisition of the remaining 73% interest in Classified Ventures, LLC, the owner of Cars.com, and London Broadcasting Company. |
(1)Audit Fees include professional services rendered in connection with the annual integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, and the review of quarterly reports on Form 10-Q. In 2022, Audit Fees also include payment to PwC of $59,000 related to proxy work. In 2023, Audit Fees also include billing by PwC of $95,000 for valuation and accounting work relating to the Company's investment in MadHive, Inc., $44,000 for debt comfort work related to the Standard General merger, and $35,000 for accounting work relating to the Company's share repurchase program. These fees were pre-approved by the Audit Committee as described below. (2)Audit-Related Fees include professional services rendered in connection with the audit of employee benefit plans and merger/acquisition-related work. In 2022, the Company incurred audit-related fees of $185,000 for review of the Company’s employee benefit plans and $120,000 related to technical accounting support for the Standard General merger. In 2023, the Company incurred audit related fees of $200,000 for review of the Company’s employee benefit plans, $180,000 related to due diligence for the Octillion acquisition, and $25,000 related to technical accounting support for the Standard General merger. All of these services were pre-approved by the Audit Committee as described below. (3)Tax Fees principally relate to tax planning services and advice in the U.S. For 2023, Tax Fees also include $225,000 in services related to the termination of the Standard General merger agreement. All of these services were pre-approved by the Audit Committee as described below. (4)All Other Fees relate to the Company’s use of PwC’s disclosure checklist tool. (3) | Audit-Related Fees principally relate to professional services rendered in connection with the audit of the financial statements to be issued in connection with the announced plans for the separation of the publishing business from the broadcasting and digital businesses and the audits of employee benefit plans. All of these services were pre-approved by the Audit Committee as described below. |
(4) | Tax Fees principally relate to tax planning services and advice in the U.S. and the U.K. All of these services were pre-approved by the Audit Committee as described below. |
(5) | No services were rendered during either 2013 or 2014 that would cause EY to bill the Company amounts constituting “All Other Fees.” |
(6) | The total fees reflected above for 2013 and 2014 include amounts for CareerBuilder, LLC, in which the Company holds a 52.9% controlling interest. These fees total $645,000 and $675,000 for 2013 and 2014, respectively, and represent 100% of the amounts billed by EY related to services provided to CareerBuilder, LLC, although the Company’s actual share is 52.9% of the total CareerBuilder, LLC fees. |
The Audit Committee has adopted a policy for the pre-approval of services provided by the Company’s independent registered public accounting firm. Under thethat policy, particular services or categories of services have been pre-approved, subject to a specific budget. Periodically, but at least annually, the Audit Committee reviews and approves the list of pre-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 its pre-approval policy, the Audit Committee has delegated pre-approval authority for services provided by EYthe Company’s independent registered accounting firm to its Chair, John E. Cody.Stuart J. Epstein. Mr. CodyEpstein may pre-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 that he reports such approved items to the Audit Committee at its next scheduled meeting. In determining whether a service may be provided pursuant to the pre-approval policy, the primary 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 20142023 audited financial statements, the Audit Committee received from EYPwC written disclosures and a letter regarding EY’sPwC’s independence in accordance with applicable requirements of the Public Company Accounting Oversight Board (PCAOB), including a detailed statement of any relationships between EYPwC and the Company that might bear on EY’sPwC’s independence, and has discussed with EYPwC its independence. The Audit Committee considered whether the provision of non-audit services by EYPwC is compatible with maintaining EY’sPwC’s independence. EYPwC 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 EYPwC various matters required to be discussed by Statements on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted bythe applicable requirements of 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.SEC. The Audit Committee met with management, the Company’s internal auditors and representatives of EYPwC to review and discuss the Company’s audited financial statements for the fiscal year ended December 28, 2014.31, 2023. Based on such review and discussion and based onas well as the Audit Committee’s reviews and discussions with EYPwC 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’s Form 10-K for the 20142023 fiscal year, and theyear. The Board has approved that recommendation. Audit Committee Stuart J. Epstein, Chair John E. Cody, ChairGina L. Bianchini
John Jeffry LouisKaren H. Grimes
Marjorie MagnerHenry W. McGee
Susan NessMelinda C. Witmer
| | 22 I 2024 PROXY STATEMENT |
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| Proposal 1—Election of Directors: Annual Board Performance Evalutaion |
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Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC(Proposal 2 on the proxy card)
ACCOUNTING FIRM
The Audit Committee of the Board of Directors is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Audit Committee has appointed Ernst & YoungPricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for ourthe Company’s fiscal year ending December 27, 2015. EY also served as31, 2024. We believe that the Company’s independent registered public accounting firm for our 2014 fiscal year. Theappointment of PwC 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 20152024 Annual Meeting.
| The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the current year.
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The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current year.
A representative of EY is expected to be present at the 2015 Annual Meeting. The EY 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.
Our By-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 approvalA representative of this Proposal 2 requiresPwC is expected to attend the affirmative vote of a majority of the votes that could be cast by the shareholders present in person or represented by proxy and entitled to vote. Your bank, broker or other intermediary may vote without your instructions on this proposal.
PROPOSAL 3—APPROVAL OF AMENDMENT TO THE THIRD RESTATED CERTIFICATE OF INCORPORATION
Introduction
The Federal Communications Commission (“FCC”) has promulgated certain rules and regulations that limit the ownership of radio and television broadcast stations, television broadcast networks and daily newspapers (the “Broadcast Ownership Rules”). Among other restrictions, the Broadcast Ownership Rules prohibit a person or entity from having an “attributable” ownership or positional interest in a broadcast station and a daily newspaper published in the same market. In addition, the Broadcast Ownership Rules limit the number of radio and/or television stations in which a person or entity may hold attributable interests. For purposes of the Broadcasting Ownership Rules, any shareholder with a 5% or greater voting interest in two entities (a “Common Interest Holder”) will be deemed to hold an attributable interest in both entities. The effect of the Broadcast Ownership Rules is to limit the strategic business opportunities of a broadcast company if it shares a Common Interest Holder with a company that owns, operates, or holds attributable interests in daily newspapers or radio or television broadcast stations. With few exceptions, the FCC will not renew existing licenses or grant new licenses to a broadcast company in violation of the Broadcast Ownership Rules.
In addition, the Communications Act of 1934, as amended, restricts foreign investors, such as non-U.S. citizens or corporations or partnerships organized or formed under the laws of a foreign nation, from owning or voting more than 20% of the capital stock of a broadcast license holder, or more than 25% of the capital stock of an entity that directly or indirectly controls a broadcast license holder (the “Foreign Ownership Limitations”). With few exceptions, the FCC will not renew existing licenses or grant new licenses to a broadcast company in violation of the Foreign Ownership Limitations.
Approval of the amendment to the Company’s Third Restated Certificate of Incorporation requires the affirmative vote of the majority of the shares entitled to vote at the Annual Meeting, whether or not present or represented by proxy at the2024 Annual Meeting.
The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the proposal to approve the Amendment to the Third Restated Certificate of Incorporation. Purpose and Summary of the Proposed Amendment
The proposed amendment to the Company’s Third Restated Certificate of Incorporation (the “Amendment”), which is similar to provisions included in the organizational documents of numerous other media companies, is intended to reduce the risk that a shareholder’s ownership or proposed ownership of the Company’s capital stock does not comply with FCC regulatory limitations and thereby limits the Company’s flexibility to pursue acquisitions and operate without interruption in strategic markets. Without the Amendment, FCC regulatory limitations mayrepresentative will have the effect of limiting the Company’s activities or opportunities both generally and in connection with the announced plans for the separation and distribution of the Company’s publishing business to the Company’s shareholders, for example by potentially limiting the Company’s ability to receive or renew licenses or acquire broadcast stations, whether pursuant to existing purchase options or otherwise, in markets where newspapers or broadcast stations owned by other companies are or will be operated. The Amendment reduces this risk by granting the Company the ability to, among other things, suspend certain rights of shareholders (including voting rights), restrict transfers of the Company’s capital stock or redeem shares of the Company’s capital stock (but the Company generally may not exercise this redemption remedy unless the suspension and transfer restriction remedies would be insufficient to prevent or cure the situation which causes or could cause the applicable FCC regulatory limitation). The Amendment also generally allows the Company to take these actions if a person does not provide, within 15 days after the Company’s request, information requested by the Company to determine whether a person’s ownership or proposed ownership could result in a FCC regulatory limitation or to ensure compliance with regulatory reporting requirements.
The foregoing summary of the Amendment is qualified in its entirety by the complete text of the Amendment, the final form of which is attached asAppendix A to this Proxy Statement.
PROPOSAL 4—APPROVAL OF PERFORMANCE MEASURES SPECIFIED IN THE COMPANY’S AMENDED AND RESTATED 2001 OMNIBUS INCENTIVE COMPENSATION PLAN
Introduction
The Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010) (the “2010 Plan”) is used to grant annual and long-term incentive compensation to employees and directors of the Company. The 2010 Plan permits the Executive Compensation Committee (the “Committee”)an opportunity to make awards that are intendeda statement if he or she desires to be exempt from the deduction limitations under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) by satisfying the requirements of “performance-based compensation” as defined in the U.S. Treasury Regulations under Section 162(m). The 2010 Plan specifies the performance measures the Committee may use to make performance-based awards under Section 162(m). Shareholders’ re-approval of the performance measures in the 2010 Plan is necessary to ensure that the 2010 Plan continues to meet certain requirements under Section 162(m)do so that the Company may deduct performance-based awards paid to its Chief Executive Officer and each of its other three most highly-paid executive officers, other than the Chief Financial Officer. Gannett has relied upon the “performance-based compensation” rules of Section 162(m) in making awards under the 2010 Plan, and considers the ability to continue to grant annual and long-term performance-based awards intended to be deductible under such rules to be a cost-efficient manner of furthering its strategy for recruiting and retaining key employees and directors and for aligning their interests with the interests of the Company’s shareholders.
Shareholders last approved the 2010 Plan and its performance measures at the 2010 annual meeting, and Gannett is seeking re-approval of the 2010 Plan’s performance measures at this time.This proposal does not seek any amendment of the existing provisions of, or any performance measure contained within, the 2010 Plan. Rather, this proposal is being presented to shareholders solely to address the periodic approval requirements of Section 162(m) described below.
The approval of this Proposal 4 requires the affirmative vote of a majority of the votes that could be cast by the shareholders present in person or represented by proxy and entitled to vote at the Annual Meeting.
The Board of Directors unanimously recommends that the shareholders of the Company vote FOR the proposal to re-approve the performance measures specified in the 2010 Plan.
Summary of the 2010 Plan
The following is a summary of the material terms and conditions of the 2010 Plan. This summary is qualified in its entirety by the full text of the 2010 Plan, a copy of which has been filed with the SEC as Appendix B to this Proxy Statement.
Recent Changes to the 2010 Plan. The Committee recently adopted changes to the 2010 Plan to:
Formalize the Company’s long-standing practice of prohibiting cash buyouts of underwater stock options without shareholder approval; and
Mandate a one year minimum vesting period for employee equity incentive awards granted on or after January 1, 2016 that are paid and vest solely based on service, provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (1) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (2) in connection with a change in control in which the award is not continued or assumed (e.g., the awards are not equitably converted or substituted for awards of the successor company); (3) for grants made in connection with an acquisition by the Company in substitution for pre-existing awards; (4) for new hire inducement awards or off cycle awards; or (5) to comply with existing contractual rights in effect on the date the change was adopted.
Performance Measures/Section 162(m). The 2010 Plan permits the Committee to make awards that are exempt from the deduction limitations under Section 162(m) because they satisfy the requirements of performance-based compensation. The 2010 Plan lists the performance measures the Committee may use to make performance-based awards under Section 162(m). These performance measures include: (1) earnings per share (basic or diluted); (2) income before income taxes; (3) income from continuing operations; (4) net income or net income attributable to Gannett Co., Inc.; (5) operating income; (6) cash flow from operating activities, operating cash flow (defined as operating income plus non-cash charges for depreciation, amortization and impairment of operating assets) or free cash flow; (7) EBITDA, or net income attributable to Gannett Co., Inc., before interest, taxes, depreciation/amortization; (8) return measures (including, but not limited to, return on assets, equity, capital or investment); (9) cash flow return on investments, which equals net cash flows divided by owner’s equity; (10) internal rate of return or increase in net present value; (11) dividend payments; (12) gross revenues; (13) gross margins; (14) operating measures such as trends in digital metrics, circulation, television ratings and advertising measures; (15) internal measures such as achieving a diverse workforce; (16) share price (including, but not limited to, growth measures and total shareholder return) and market value; and (17) debt (including, but not limited to, measures such as debt (book value or face value) outstanding and debt to earnings before interest, taxes, depreciation and amortization). This wide range of potential performance goals ensures that the Company can readily adapt to changing business needs. The performance goals the Committee establishes for the performance measures described above which are based on operating results shall be adjusted to take into account the effects of “Extraordinary Items” (as defined below), unless the Committee determines otherwise at the time the performance goals are established.
Any of the above measures may be compared to peer or other companies. Additionally, performance measures may be set either at the consolidated level, segment level, division level, group level, or the business unit level and performance measures may be measured either annually or cumulatively over a period of years, on an absolute basis or relative to pre-established targets, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee.
“Extraordinary Items” means (1) items presented as such (or other comparable terms) in the Company’s audited financial statements, (2) unusual, special or nonrecurring charges, costs, credits or items of gain or loss (including, without limitation, an unbudgeted material expense incurred by or at the direction of the Board of Directors or a committee of the Board or a material litigation judgment or settlement), (3) changes in tax or accounting laws or rules, and/or (4) the effects of mergers, acquisitions, divestitures, spin-offs or significant transactions (including, without limitation, a corporate merger, consolidation, acquisition of property or stock, reorganization, restructuring charge, or joint venture), each of which are identified in the Company’s audited annual financial statements and/or its unaudited quarterly financial statements and the notes thereto or in the “management’s discussion and analysis” section of the financial statements in a periodic report filed with the Securities and Exchange Commission under the Exchange Act. The Committee shall make such adjustments to the performance measurement criteria as shall be equitable and appropriate in order to make the criteria, as nearly as practicable, equivalent to the criteria immediately prior to such transaction or event.
Corporate Governance Provisions. In addition to those implemented in connection with the recent changes described above, the 2010 Plan contains several other provisions intended to make sure that awards under the 2010 Plan comply with established principles of corporate governance. These provisions include:
| • | | No Discounted Stock Options or Stock Appreciation Rights. Absent shareholder approval, stock options and stock appreciation rights may not be granted with an exercise price of less than the fair market value of the common stock on the date the stock option or stock appreciation right is granted.
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| • | | No Stock Option or Stock Appreciation Rights Repricings. Stock options and stock appreciation rights may not be repriced absent shareholder approval. This provision applies
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| to both direct repricings – lowering the exercise price of an outstanding stock option or stock appreciation right – and indirect repricings – canceling an outstanding stock option or stock appreciation right and granting a replacement stock option or stock appreciation right with a lower exercise price.
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| • | | No Evergreen Provision. The 2010 Plan does not contain an “evergreen provision”—there is no automatic provision to replenish the shares of common stock authorized for issuance under the 2010 Plan.
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Administration. The 2010 Plan is administered by the Committee. The Committee is composed entirely of independent directors. Subject to the terms of the 2010 Plan, the Committee may grant awards under the 2010 Plan; establish the terms and conditions of those awards; construe and interpret the 2010 Plan and any agreement or instrument entered into under the 2010 Plan; establish, amend or waive rules and regulations for the 2010 Plan’s administration; amend the terms and conditions of any outstanding award as provided in the 2010 Plan; and take all other actions it deems necessary for the proper operation or administration of the 2010 Plan. The Committee may delegate its authority under the 2010 Plan, subject to certain limitations.
Eligibility. Awards may be granted to employees of Gannett, its subsidiaries and affiliates, and directors of Gannett. The Committee decides who should receive awards and what kind of awards they should receive. The 2010 Plan does not limit the number of employees and affiliates who may receive awards. As of the date of this Proxy Statement, Gannett and its subsidiaries and affiliates had 9 non-employee directors and approximately 850 employees eligible to participate in the 2010 Plan.
Authorized Number of Shares. When approved in 2010, the 2010 Plan initially reserved 60.0 million shares of common stock for issuance. As of March 2, 2015, options and other awards were outstanding under the 2010 Plan with respect to 9,141,739 shares of common stock and 36,773,425 shares of common stock were available for future awards under the 2010 Plan (assuming the maximum number of Performance Shares are issued upon vesting). The common stock issued under the 2010 Plan may be authorized but unissued shares or treasury shares.
Share Counting/Reacquired Shares. For purposes of counting the number of shares available for the grant of awards under the 2010 Plan, shares of common stock delivered (whether by actual delivery, attestation, or net exercise) to Gannett by a participant to (1) purchase shares of common stock upon the exercise of an award, or (2) satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) shall not be added back to the number of shares available for future awards. In addition, shares of common stock repurchased by Gannett in the open market using the proceeds from the exercise of an award will not be added back to the number of shares available for future awards. If any award under the 2010 Plan is terminated, surrendered, canceled or forfeited, the unused shares of common stock covered by such award will again be available for grant under the 2010 Plan, subject, however, in the case of incentive stock options, to any limitations under the Internal Revenue Code.
Types of Awards. The Committee may grant the following types of awards under the 2010 Plan: stock options, stock appreciation rights, restricted stock, stock awards, restricted stock units, performance shares, performance units and other equity-based and cash-based awards. Each type of award is subject to a maximum limit on the grant that may be made to any one participant in a fiscal year.
Stock Options. A stock option is the right to purchase one or more shares of common stock at a specified price, as determined by the Committee. The Committee may grant non-qualified stock options and incentive stock options. A stock option is exercisable at such times and subject to such terms and conditions as the Committee determines. No more than 1 million shares of common stock subject to stock options may be granted to any participant in a fiscal year. The exercise price of a stock option will not be less than 100% of the fair market value of a share of common stock on the date that the option is granted. No option will remain exercisable beyond 10 years after its grant date. Incentive stock options may only be granted to employees of Gannett or its affiliates or subsidiaries (provided that the affiliate or subsidiary is a type of entity whose employees can receive such options under the tax rules that apply to such awards), and the maximum number of shares that may be issued under incentive stock options cannot exceed 5,000,000. The Committee has not granted stock options to employees since October 2011 and has no plans to issue stock options in the future.
Stock Appreciation Rights. A stock appreciation right (“SAR”) is a right to receive an amount in any combination of cash or common stock (as determined by the Committee) equal in value to the excess of the fair market value of the shares covered by such SAR on the date of exercise over the aggregate exercise price of the SAR for such shares. SARs may be granted freestanding or in tandem with related options. The exercise price of a SAR granted in tandem with an option will be equal to the exercise price of the related option, and may be exercised for all or part of the shares covered by such option upon surrender of the right to exercise the equivalent portion of the related option. The exercise price of a freestanding SAR will be not less than the fair market value of a share of common stock on the date the SAR is granted. No SAR will remain exercisable beyond 10 years after its grant date. No more than 1 million shares of common stock may be granted in the form of SARs to any participant in a fiscal year. No SARs have been granted as of the date of this Proxy Statement.
Restricted Stock/Stock Awards. Restricted stock is an award of common stock that is subject to a substantial risk of forfeiture for a period of time and such other terms and conditions as the Committee determines. A stock award is an award of common stock that is not subject to such a risk of forfeiture, but which may be subject to such other terms and conditions as the Committee determines. No more than 500,000 shares of common stock may be granted to any participant in a fiscal year pursuant to stock awards or awards of restricted stock.
Restricted Stock Units. A restricted stock unit is an award whose value is based on the fair market value of the Company’s common stock and whose payment is conditioned on the completion of specified service requirements and such other terms and conditions as the Committee may determine. Payment of earned restricted stock units may be made in a combination of cash or shares of common stock (as determined by the Committee). The maximum aggregate grant of restricted stock units or performance shares that may be awarded to any participant in any fiscal year shall not exceed the value of 500,000 shares of common stock.
Performance Units/Shares and Cash-Based Awards. Performance Units/Shares and Cash Based Awards are other equity-type or cash-based awards that may be granted to participants. These awards may be valued in whole or in part by reference to, or are otherwise based on, the fair market value of the Company’s common stock or other criteria established by the Committee and the achievement of performance goals. These awards are subject to such terms and conditions as the Committee determines. Performance goals may include a service requirement. Payment of earned performance units/shares and cash-based awards may be made in any combination of cash or shares of common stock (as determined by the Committee) that have an aggregate fair market value equal to the value of the earned awards at the close of the applicable performance period. The maximum aggregate grant of performance shares or restricted stock units that may be awarded to any participant in any fiscal year shall not exceed the value of 500,000 shares of common stock. The maximum aggregate amount of performance units or cash-based awards that may be awarded to any participant in any fiscal year shall not exceed $10,000,000.
Adjustments. In the event of a change in the outstanding shares of common stock due to a stock split, stock dividend, recapitalization, merger, consolidation, spin-off, reorganization, repurchase or exchange of common stock or other securities, or other corporate transaction or event, the Committee shall take certain actions to prevent the dilution or enlargement of benefits under the 2010 Plan. These actions include adjusting (1) the number of shares of common stock that may be issued under the 2010 Plan (including the authorized share limitations); (2) the number of shares or price of shares subject to outstanding awards; and (3) the consideration to be paid upon the grant or exercise of any award.
Change in Control. Generally, in the event of a change in control of the Company, as defined in the 2010 Plan, unless otherwise specified in the award agreement, (1) all outstanding options and SARs will become immediately exercisable in full during their remaining term; (2) all restriction periods and restrictions imposed on non-performance based restricted stock awards will lapse; (3) all outstanding
awards of performance-based restricted stock, performance units and performance shares will be paid out assuming achievement of all relevant target performance goals; (4) all restricted stock units will vest and be paid; and (5) all outstanding cash-based awards shall be accelerated as of the effective date of the change in control (and, in the case of performance-based cash-based awards, based on an assumed achievement of all relevant target performance goals), and be paid. The Committee’s policies relating to vesting of awards in the event of a change in control are implemented in the award agreements approved by it from time to time, as more fully described elsewhere in this Proxy Statement, including the Company’s response to Proposal 6 on page 68 of this Proxy Statement.
Transferability of Awards. Except as otherwise provided in an award agreement, awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution. Except as otherwise provided in an award agreement, during the life of the participant, awards are exercisable only by the participant or such participant’s legal representative.
Provisions for Foreign Participants. The Committee may modify awards granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the 2010 Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefits or other matters.
Amendment and Termination. The Committee may amend or terminate the 2010 Plan at any time, but no such amendment or termination may adversely affect in any material way the rights of a participant with respect to an outstanding award without that participant’s consent. No awards may be granted on or after May 4, 2020. Shareholder approval is required for certain amendments to the 2010 Plan.
Federal Income Tax Aspects of the 2010 Plan
This is a brief summary of the United States federal income tax aspects of awards that may be made under the 2010 Plan based on existing U.S. federal income tax laws as of the date of this Proxy Statement. This summary provides only the basic tax rules and is not intended as, and should not be relied upon, as tax guidance for participants in the 2010 Plan. It does not describe the implications, if any, of a number of special tax rules, including, without limitation, the alternative minimum tax, the golden parachute tax rules under Sections 280G and 4999 of the Internal Revenue Code, and foreign, state and local tax laws. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. Changes to the tax laws could alter the tax consequences described below.
Incentive Stock Options. The grant of an incentive stock option will not be a taxable event for the participant or for Gannett. A participant will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the participant holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). Gannett will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below. For the exercise of an option to qualify for the foregoing tax treatment, the participant generally must exercise the option while the participant is our employee or an employee of our subsidiary or, if the participant has terminated employment, no later than three months after the participant terminated employment.
If all of the foregoing requirements are met except the holding period requirement mentioned above, the participant will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. Gannett will generally be allowed a business expense deduction when and to the extent the participant recognizes ordinary income, subject to the restrictions of Section 162(m) of the Internal Revenue Code.
Non-Qualified Options. The grant of a non-qualified stock option will not be a taxable event for the participant or Gannett. Upon exercising a non-qualified option, a participant will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the participant will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised). Subject to the restrictions of Section 162(m) of the Internal Revenue Code, Gannett will be entitled to a business expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.
Stock Appreciation Rights. There are no immediate tax consequences of receiving an award of stock appreciation rights under the 2010 Plan. Upon exercising a stock appreciation right, a participant will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Subject to the restrictions of Section 162(m) of the Internal Revenue Code, Gannett will be entitled to a business expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.
Restricted Stock/Stock Awards. A participant who is awarded restricted stock will not recognize any taxable income for federal income tax purposes at the time of grant, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). However, the participant may elect under Section 83(b) of the Internal Revenue Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the common stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the participant does not make such a Section 83(b) election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as ordinary income to the participant and will be taxable in the year the restrictions lapse. A participant who is awarded shares that are not subjectavailable to a substantial risk of forfeiture will recognize ordinary income equalrespond to the fair market value of the shares on the date of the award. Subject to the restrictions of Section 162(m) of the Internal Revenue Code, Gannett will be entitled to a business expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.appropriate questions from shareholders.
| | 2024 PROXY STATEMENT I 23 |
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| Executive Compensation: Executive Summary |
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Executive Compensation Restricted Stock Units, Performance Units/Shares and Cash-Based Awards. The taxation of these awards will depend on the specific terms of the award. Generally, the award of Restricted Stock Units, Performance Units/Shares and Cash-Based Awards will have no federal income tax consequences for Gannett or for the participant. Generally, the payment of the award is taxable to a participant as ordinary income. Subject to the restrictions of Section 162(m) of the Internal Revenue Code, Gannett will be entitled to a business expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.
New Plan Benefits
As of the date of this Proxy Statement, no awards have been made under the 2010 Plan that are contingent upon shareholder approval of this proposal. Because awards under the 2010 Plan are discretionary, the benefits or amounts that will be received by or allocated to each named executive officer, all current executive officers as a group, all directors who are not executive officers as a group, and all employees who are not executive officers as a group under the 2010 Plan are not presently determinable.
Other Matters
The Committee has broad discretion to determine the type, terms and conditions and recipients of awards granted under the 2010 Plan.
Absent shareholder re-approval of the performance measures specified in the 2010 Plan, the Committee will be limited in its ability to grant performance-based awards under the Plan.
On March 2, 2015, the closing price of the Company’s common stock on the New York Stock Exchange was $35.84 per share.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis section, references
The Company faced a significant number of challenges in 2023, including the termination of the merger agreement with Standard General and continued macroeconomic headwinds and industry-wide changes impacting the broadcast ecosystem. In light of the Company's performance in the face of these significant challenges, including the Company's decisive actions taken coming out of the merger termination to “the Committee” arerefocus on the standalone business and to return capital to our shareholders, the ExecutiveLeadership Development and Compensation Committee of the Board of Directors. ReferencesDirectors (the “Committee”) believes that the 2023 compensation of our Named Executive Officers appropriately reflects and rewards their significant contributions to “NEOs” arethe Company’s performance. The Committee continuously reviews the structure of our executive compensation program and, based on shareholder feedback over recent years, has endeavored to further strengthen the link between pay and performance, while enhancing our disclosure of executive compensation structure and practices. This Compensation Discussion and Analysis (CD&A) explains the guiding principles and practices upon which our executive compensation program is based and the 2023 compensation paid to our Named Executive Officers (also referred to as “NEOs”), who for the 20142023 fiscal year were:
| | | Name:
| | Title:
| Gracia C. Martore | | •David T. Lougee, President and Chief Executive Officer |
| •Lynn Beall (Trelstad)1, Executive Vice President and Chief Operating Officer—Media Operations | | | 2, Executive Vice President and Chief Financial Officer (through December 31, 2023) |
| •Akin S. Harrison3, Former Senior Vice President and General Counsel. | Robert J. Dickey•Lauren S. Fisher (Newberg)4, Senior Vice President and Chief Legal Officer |
| President/U.S. Community Publishing
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1.“Beall” is Ms. Trelstad’s maiden name and the name she uses for business purposes. “Trelstad” is her married and legal name. 2.In 2023, Ms. Harker informed the Board that she intended to retire from the Company. Pursuant to the terms of the Transition Agreement Ms. Harker entered into with the Company on August 2, 2023, Ms. Harker resigned from her position as Executive Vice President and Chief Financial Officer as of December 31, 2023. She will continue to provide services to the Company as an employee through March 31, 2024, at which time she will fully retire from the Company. 3.Mr. Harrison resigned from the Company as of June 30, 2023. 4.Ms. Fisher joined the Company as Senior Vice President and Chief Legal Officer on November 27, 2023. "Fisher" is Ms. Fisher Newberg's maiden name and the name she uses for business purposes. "Fisher Newberg" is her married and legal name.
| | 24 I 2024 PROXY STATEMENT | David T. Lougee
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| | | | President/Broadcasting
| Executive Compensation: Executive Summary | John A. (Jack) Williams | | President/Gannett Digital Ventures
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Executive Summary PAY FOR PERFORMANCE This Executive Summary will provide an overviewThe Committee supports compensation policies that place a heavy emphasis on pay for performance. Our NEOs receive a majority of their long-term equity awards as performance shares that may be earned, if at all, based on the Company’s achievement of performance goals established by the Committee. We believe this strengthens the pay for performance aspect of the following key areas: Committee Responsibilities, Guiding Principles, Compensation-Related Governance Practices, PayCompany’s long-term incentive program, and the compensation program overall. The percentage of NEO annual equity awards granted on March 1, 2023 (based on grant date value) that were performance-based were 70% for Performance, Shareholder Return, Say on Payour CEO (with the remaining 30% being time-based restricted stock units (RSUs)) and Shareholder Engagement.55% for each of the other NEOs (with the remaining 45% being time-based RSUs).
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A MAJORITY OF OUR CEO’S 2023 TARGET PAY WAS PERFORMANCE-BASED
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Committee Responsibilities
| | 2024 PROXY STATEMENT I 25 |
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| Executive Compensation: Executive Summary |
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LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE RESPONSIBILITIES The Committee oversees the Company’s executive compensation program and is responsible for:
| | | •Evaluating and approving the Company’s executive compensation plans, principles and programs, as well as overseeing the compensation program for non-employee directors. |
| •Approving and evaluating the Company’s executive compensation plans, principles and programs;
Administering the Company’s equity incentive plans and granting bonuses and equity awards to our senior executives; and
Reviewing and approving on an annual basis corporate goals and objectives relevant to the compensation of the Company’s President and CEO and its other senior executives. | •Administering the Company’s equity incentive plans and granting bonuses and equity awards to our senior executives. |
| •Reviewing risks relating to the Company’s executive compensation plans, principles and programs. | •Oversight and administrative of policies relating to the recoupment of erroneously awarded executive compensation under the Company's clawback policy. |
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The Committee also regularly reviews other components of executive compensation, including benefits, perquisites and post-termination pay. The Board has historically delegated to the Company’s President and CEO and itsthe authority for approving equity grants to employees other than our senior executives. executives within the parameters of a pool of shares approved by the Board. Guiding PrinciplesGUIDING PRINCIPLES
In making its NEO compensation decisions, the Committee is guided by the following principles:
Pay for performance—We believe that compensation should place a heavy emphasis on pay for performance and that substantial portions of total compensation should be “at risk.” Bonuses should reflect individual and Company performance during the past year and therefore can vary significantly in amount from year to year. On the other hand, long-term equity awards are forward-looking; they are designed primarily to reward future service and performance rather than past performance. As such, equity award amounts (in value, not number of shares) will tend to vary less from year to year.
Attract, retain and motivate—We are committed to attracting and retaining superior executive talent by offering a compensation structure that motivates key employees to ensure our overall success and long-term strength.
Fairness—We believe that compensation should be fair to both executives and shareholders, externally competitive, and designed to closely align the interests of our executives with those of our shareholders.
Promote stock ownership—We are committed to fostering a compensation structure that aligns our executives’ interests with those of our shareholders. As a key part of our alignment efforts, we expect each of our senior executives to acquire and maintain a meaningful level of investment in Company common stock. The required levels of senior
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•Pay for performance—Compensation should place a heavy emphasis on pay for performance and substantial portions of total compensation should be “at risk.” •Attract, retain and motivate—Compensation should help us attract and retain superior executive talent and motivate key employees to ensure our overall success and long-term strength. •Fairness and Shareholder Alignment—Compensation should be fair to both executives and shareholders and should align the interests of our executives with those of our shareholders. •Pay competitively—Compensation opportunities generally should be in line with those afforded to executives holding similar positions at comparable companies, although we expect variability based on role and incumbent-specific circumstances. •Promote stock ownership—Compensation in the form of equity grants should allow our executives to acquire and maintain a meaningful level of investment in Company common stock consistent with our stock ownership guidelines. This helps to align the economic interests of our executives with those of our shareholders. The Committee regularly reviews the levels of senior executive stock ownership are regularly reviewed byownership. |
| The following table reflects the Committee and approved by the full Board. Our senior executives are expected to increase theirminimum stock ownership until they reach a minimum guideline equal to a multiple of their pay grade base salary range midpoint (shares acquired are valued at the market pricefor each NEO. As of the stock on the date they were acquired, except that shares acquired before November 2008 are valued at the average market priceof this Proxy Statement, all of the stock between October 2000 and October 2008). |
The following table reflects the minimum guideline for each NEO and the progress each NEO has made towards meeting the minimum guideline as of December 31, 2014, based on the closing price of a share of Company stock on such date. Other than Ms. Harker, who joined the Company in July 2012 and has five years from that date to meet her minimum guideline, all of the NEOs have exceeded the guidelines.
| | | | | Executive | | Minimum Multiple of
Salary Midpoint | | Multiple of Salary Company's current NEOs exceed their minimum ownership guideline.
Midpoint Achieved
as of 12/31/2014
| Ms. Martore
| NAME | 5X | | 15.2XMINIMUM GUIDELINE MULTIPLE OF BASE SALARY | Ms. Harker
| MR. LOUGEE | 4X | | 1.9X5X | Mr. Dickey
| MS. HARKER | 3X | | 7.9X | Mr. Lougee
| MS. BEALL | 3X | | 4.1X2X | Mr. Williams
| MS. FISHER | 3X1X |
| | 5.6XThe Company’s stock ownership guidelines require that executives hold all after-tax shares they receive from the Company as compensation until they have met the stock ownership guidelines detailed above. |
The minimum guideline amount is two times for other key senior executives of the Company.We recently modified the Company’s stock ownership guidelines to require that executives hold all shares they receive from the Company as compensation (net of required tax withholdings) until they have met the stock ownership guidelines detailed above.
Pay competitively—We are committed, as a leader in our industry, to awarding compensation that reflects our position in the market and is generally in line with that paid to executives holding similar positions at peer and comparable companies.
| | 26 I 2024 PROXY STATEMENT |
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| Executive Compensation: Executive Summary |
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Compensation-Related Governance Practices – 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. Wepay. A significant percentage of the compensation we provide the majority of compensation forto our NEOs inis performance-based. |
| ✓ | Risk evaluation. We regularly evaluate the form of performance-based compensation.risks associated with the Company’s compensation plans and programs and consider the potential relationship between compensation and risk taking. |
| • | ✓ | Outcome alignment.alignment. Each year we review the Company’s compensation and financial performance against internal budgets, financial results from prior years and Peer Group market dataComparative Market Data (defined below) 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.
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| • | | No new excise tax gross-ups. Executives who became eligible to participate in a change-in-control severance plan after April 15, 2010 will not receive severance if they voluntarily terminate their employment without good reason following✓
| Double-trigger equity vesting upon a change in control. We accelerate the vesting of the Company, and those executives are not eligible for an excise tax gross-up. |
| • | | No income tax gross-ups. We no longer offer income tax gross-ups except in our relocation program.
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| • | | Good stock option practices. We have never repriced, replaced, backdated or springloaded stock options nor granted stock options with a reload feature, nor does the Company loan funds to employees to enable them to exercise stock options.
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| • | | Anti-hedging. We maintain a policy that prohibits the Company’s employees and directors from hedging, pledging or short-selling the Company’s shares.
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| • | | Risk evaluation. We regularly evaluate the risks associated with the Company’s executive compensation plans and programs and consider the potential relationship between compensation and risk taking.
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| • | | TSR peers. We review and adjust the Company’s TSR Peer Group annually, in connection with new grants, to make sure it accurately reflects the Company’s business mix.
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| • | | No unearned dividends. We do not pay dividends or dividend equivalents on unearned TSR performance shares or unpaid restricted stock unitequity awards granted to employees.
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The Committee has further strengthened the Company’s compensation-related governance practices and policies by recently approving the following changes:
| • | | No cash buyouts. The Company amended the 2010 Plan to formalize its long-standing practice of prohibiting cash buyouts of underwater stock options without shareholder approval.
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| • | | Minimum vesting periods. The Company amended the 2010 Plan to mandate a one year minimum vesting period for employee equity incentive awards granted on or after January 1, 2016 that are paid and vest solely based on service, provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (1) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (2) in connection with a change in control in which the award is not continued or assumed (e.g., the awards are not equitably converted or substituted for awards of the successor company); (3) for grants made in connection with an acquisition by the Company in substitution for pre-existing awards; (4) for new hire inducement awards or off cycle awards; or (5) to comply with existing contractual rights in effect on the date the amendment was adopted.
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| • | | Holding periods. The Company modified its stock ownership guidelines to require that executives hold all shares they receive from the Company as compensation (net of required tax withholdings) until they have met the applicable stock ownership guidelines.
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| • | | Double-trigger equity vestingonly upon a change in control. In response to a shareholder proposal that was supported by a slight majority of the votes cast on the matter at its 2014 annual meeting, and after careful review of our compensation program and taking into consideration feedback from our shareholders, the Committee approved certain changes to future grants of equity awards to executives under the 2010 Plan. For 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, a change in control of the Company will only accelerate full vesting of equity awards to executives if the awards are not continued or assumed (e.g.double trigger (i.e., 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 aupon an executive’s qualifying termination of employment within two years following the date of the change in control.control) unless the awards are not continued or assumed, in which case the awards immediately vest.
| ✓
✓
✓
✓ | Cap on incentive payouts. We cap the maximum payout under the annual bonus plan and performance share awards at 200% of target. Clawback. We have an executive clawback policy and a general recoupment policy, which provide for clawback of erroneously-awarded incentive compensation in the event of an accounting restatement as well as recoupment in the event of an employee’s gross negligence or intentional misconduct that causes the Company material harm. No unearned dividends. We do not pay dividends or dividend equivalents on unearned performance shares or unpaid restricted stock unit awards granted to employees. All new change-in-control arrangements are double trigger without excise tax gross-ups. Severance for executives who became eligible to participate in a change in control severance plan after April 15, 2010 is double trigger and those executives are not eligible for an excise tax gross-up. |
| ✓
✓ ✓
✓
| Anti-hedging. We maintain a policy that prohibits the Company’s employees and directors from hedging or short-selling the Company’s shares. Anti-pledging. We prohibit the Company’s executive officers and directors from pledging the Company’s shares. Multi-dimensional performance assessment. Under both the Company’s annual bonus plan and the performance share component of annual equity grants, we assess NEO performance against a number of metrics covering the income and cash-flow statements and quantitative and qualitative KPIs tailored for each executive.
No excessive perquisites. We do not provide significant perquisites to our named executive officers. |
Pay for Performance - SAY ON PAY
The Committee supports compensation policies that place a heavy emphasis on pay-for-performance,reviews 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 onthoughtfully considers the achievement of performance targets. In 2014, the percentage of NEO annual equity awards that were performance-based ranged from approximately 65% to 75%. 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 TSR Peer Group (defined below) during a three-year measurement period.
Highlights of the Company’s 2014 performance included:
| • | | Spin-off. We announced our plan to create two publicly traded companies, one exclusively focused on our Broadcasting and Digital businesses, and the other on our Publishing business and its affiliated digital platforms, which further executes the Company’s strategic plan.
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| • | | Cars.com. We acquired the remaining 73% interest that we did not previously own in Classified Ventures, LLC, the owner of Cars.com, the leading destination for online car shoppers, significantly increasing the scale of our Digital business.
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| • | | Belo integration. The successful integration of Belo, which was acquired in 2013 and which nearly doubled the Company’s portfolio of broadcast stations in creating the largest independent station group of major network affiliates in the top 25 markets (including stations serviced by the Company under shared services and similar arrangements).
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| • | | Increased revenues. Total revenues of the Company were up 16% compared to 2013 (4% on a pro forma basis).
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| • | | Broadcasting record year. Our Broadcasting segment had a record year with revenue reaching $1.7 billion, 103% higher than 2013 (19% higher on a pro forma basis).
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| • | | Digital record year. Our Digital segment also had a record year with $919 million in revenue, a 23% increase over 2013 (an 8% increase on a pro forma basis).
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| • | | Significant company-wide digital revenues. Company-wide digital revenues increased 15% year over year (7.4% on a pro forma basis) and grew to a record $2.05 billion, or approximately 32% of the Company’s total revenue.
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| • | | Outstanding EBITDA growth. The Company’s Adjusted EBITDA was $1.5 billion (representing net income attributable to the Company before net income attributable to noncontrolling interest, income taxes, interest expense, equity income, other non-operating items, workforce restructuring, other transformation costs, asset impairment charges, depreciation and amortization), an increase of 43% compared to 2013 (an 18% increase on a pro forma basis).
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| • | | Strong free cash flow. The Company generated $845 million in free cash flow (representing “Net cash flow from operating activities,” as reported on the Company’s statement of cash flows, reduced by “Purchase of property, plant and equipment” and “Payments for investments” and increased by “Proceeds from investments”), nearly twice as much as in 2013.
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| • | | Successful transformation initiatives. Transformation initiatives, including the All Access Content Subscription Model, consolidation of printing and distribution platforms, consolidation of our real estate footprint and global sourcing initiatives, generated in excess of $300 million in revenue and $150 million in cost savings.
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Shareholder Return - Also relevant to the Company’s executive compensation program, and as evidence of the Company’s recent success in executing on its strategic plan to create shareholder value, are the returns generated by the Company for its shareholders. The following graph shows that during the period from December 31, 2011 to December 31, 2014, our stock outperformed the S&P 500 Index and an index comprised of the Company’s 2014-2016 TSR Peer Group (“Peer Group”).
| | | | | | | | | | | | | | | | | | | | Dec 11
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| | Gannett Co., Inc. | | $ | 100.00 | | | $ | 141.43 | | | $ | 239.70 | | | $ | 265.70 | | S&P 500 Index | | $ | 100.00 | | | $ | 116.00 | | | $ | 153.57 | | | $ | 174.60 | | Peer Group | | $ | 100.00 | | | $ | 136.19 | | | $ | 233.48 | | | $ | 240.87 | |
The S&P 500 Index includes 500 U.S. companies in the industrial, utilities and financial sectors and is weighted by market capitalization. The total returns of the Peer Group also are weighted by market capitalization.
The graph depicts representative results of investing $100 in the Company’s common stock, the S&P 500 Index and Peer Group index at closing on Dec. 31, 2011. It assumes 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.
Over the past three years, our indexed TSR was more than 265%, outpacing the S&P 500 Index by more than 90 percentage points and our Peer Group by 25 percentage points. Our stock price has tripled since 2011.
Say on Pay - At last year’s annual meeting of shareholders, approximately 95% 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 2014 Proxy Statement. The Committee will continue to consider the outcome of the Company’s Say on Pay votes when making future NEO compensation decisions.
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 helpevaluating our shareholders understand our performance and strategy. 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 Committee takes this feedback into account when it reviews the Company’s executive compensation program. We believeOur shareholders overwhelmingly supported our regular engagement with shareholders has been productive and provides an open exchange of ideas and perspectives for both the Company and its shareholders.
The Company also looks for unique opportunities for its shareholders to engage directly with its management team and Board of Directors. Within three months of Ms. Martore assuming the CEO role in October 2011, the Company retained a consulting firm to set up meetings with its largest shareholders to solicit their perspectives on issues of importance to them. Soon thereafter, in February 2012, the Company held an Investor Day in which the Company announced an ambitious strategic transformation business strategy integrated with a comprehensive capital allocation plan. Our goal was to return the Company to sustainable growth, while delivering substantially increased value to shareholders. The plan was based on three themes—stabilizing our Publishing operations while continuing to grow our Broadcast and Digital businesses; expanding into higher margin, higher growth and higher potential adjacent lines of business; and staying focused on optimizing our assets while maintaining our strong financial profile. The Company has made significant progress on all elements of that plan and regularly reports to shareholders on its progress. Most recently, followingexecutive compensation program at the Company’s acquisition of full ownership of Cars.com, we held an Investor Day in October 2014 to make a “deep dive” presentation on the Cars.com and CareerBuilder businesses. The Company also has a policy that all of our directors attend our2023 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 at www.gannett.com. Any shareholder who has an inquiry or meeting request is invited to contact Jeff Heinz, Vice President/Investor Relations at 703-854-6917.
The Company’s recent shareholder engagement efforts relating to executive compensation have focused on the shareholder proposal concerning vesting of outstanding equity awards upon a change in control, which was narrowly approved by 52%94.7% of the votes cast in favor of our Say on Pay proposal. As a result, we did not make any specific changes to our executive compensation programs as a result of this vote. The Committee did, however, adopt an Executive Officer Cash Severance Policy in response to shareholder feedback received prior to and following the 2023 Annual Meeting, which requires shareholder approval for any new agreement or plan entered into after October 25, 2023 that contemplates cash severance payments to executive officers in excess of 2.99x the executive's base salary plus target bonus.
| | 2024 PROXY STATEMENT I 27 |
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| Executive Compensation: Overview of Executive Compensation Program |
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Overview of Executive Compensation Program Key Components of Annual Compensation Decisions The table below describes key components of the Company’s 2023 executive compensation program, which generally remained unchanged from 2022.
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| Component |
| Description |
| Performance Considerations |
| Pay Objective | 
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BASE SALARY |
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Pay for service in executive role. |
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Based on the nature and responsibility of the position, achievement of key performance indicators, internal pay equity among positions and competitive market data. |
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Attraction and retention. Base salary adjustments also allow the Committee to reflect an individual’s performance, scope of the position, and/or changed responsibilities. |
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ANNUAL BONUS |
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Short-term program providing NEOs with an annual cash bonus payment. |
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Based on the Committee’s assessment of each NEO’s achievement of annual key performance indicators as well as contributions to Company-wide performance. |
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Reward performance in attaining Company and individual performance goals based on the Company’s financial and strategic goals on an annual basis. |
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PERFORMANCE
SHARES |
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Long-term equity grants that vest based on the Company’s Adjusted EBITDA and Free Cash Flow as a Percentage of Revenue performance over a two-year period compared to preset targets set by the Committee. |
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Based on the measurement of the Company’s performance against two important financial metrics on which the Company focuses from a strategic growth perspective. The value of awards is also tied to the Company’s share price performance during the three-year vesting period. |
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Reward longer-term performance in attaining Company performance goals, which in turn drives shareholder value creation; align the interests of executives with those of shareholders; and promote retention and foster stock ownership. |
| RESTRICTED
STOCK UNITS
(RSUs) |
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Long-term equity grants that generally vest over four years on a pro rata basis. |
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Alignment with shareholders through Company share price performance and the creation of shareholder value. |
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Align the interests of executives with those of shareholders, promote retention and foster stock ownership. |
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 Meridian (the Committee’s independent compensation consultant), Comparative Market Data, the Committee’s and the CEO’s assessment of each NEO, achievement of key performance indicators, the Company’s performance and progress towards achievement of its strategic plan and the challenges confronting our business. No NEO participates in the determination of his or her own compensation. The Committee does not focus on a specific financial metric, but rather undertakes a holistic assessment of performance on critical quantitative and qualitative goals in furtherance of our compensation guiding principles described in the Executive Summary of this Compensation Discussion and Analysis. Key Performance Indicators The Committee assesses the degree and extent of achievement of key performance indicators (KPIs) as a principal tool for making NEO compensation decisions. KPIs, set annually for each of our executive officers, consist of individually designed qualitative and quantitative goals organized in three areas: •Profit and Revenue Goals, which include, as appropriate, revenue, adjusted EBITDA, operating income, free cash flow, digital revenue and other financial goals for the Company and the respective businesses and/or functions over which each NEO has operational or overall responsibility; •Strategic and Business Goals, which include specific areas in which the NEO is asked to innovate and collaborate to adopt and implement new products and programs in support of the Company’s strategic plan; and
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| Executive Compensation: How the Committee Determines NEO Compensation |
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•People Goals, which include measures of leadership, achievement of diversity initiatives, First Amendment activities, and other significant qualitative objectives such as promoting an ethical Company work environment and diverse workforce and maintaining our reputation as a good corporate citizen of the communities in which we do business. Each NEO’s KPIs include multiple goals 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. 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. This allows for the Committee to assess each of our other NEOs’ performance against the goals and metrics that are most pertinent to the area of focus for each NEO and most appropriately measure his or her performance, with the ultimate goal of aligning pay and performance for each NEO. 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 NEO compensation opportunities, the Committee, with support from Meridian, its independent advisor, reviewed a report from Company management providing, among other things, executive compensation market data. The report included data from the Willis Towers Watson Media Compensation Survey, the Willis Towers Watson General Industry Executive Compensation Survey, the Equilar Media & Technology Survey, Equilar General Industry data, and the Radford Global Compensation Survey, a source of detailed executive compensation information (collectively, “Comparative Market Data”). •Through use of this data, the Committee compares NEO salaries, bonus opportunities and equity compensation opportunities to those of companies in the media sector and other companies with comparable revenues to confirm that the elements of our compensation program and the compensation opportunities we afford our executives are appropriately competitive. The Committee does not, however, target elements of compensation nor total 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: •the nature and responsibility of the position; •the achievement of KPIs, both historically and in the immediately prior year; •internal pay equity among positions; and •Comparative Market Data as described above.
The table below shows the 2023 NEO base salaries set by the Committee based on the proposalforegoing factors, which, for all the NEOs other than Ms. Fisher (who did not join the Company until 2023), were the same as 2022.
| | | | | | | EXECUTIVE | | 2023 BASE SALARY | Mr. Lougee | | | $ | 975,000 | | | Ms. Harker | | | $ | 730,000 | | | Ms. Beall | | | $ | 650,000 | | | Mr. Harrison (1) | | | $ | 500,000 | | | Ms. Fisher (2) | | | $ | 470,000 | | |
(1) The amount specified in this table for Mr. Harrison's represents the salary approved by the Committee in February 2023. The amount Mr. Harrison actually received was pro-rated based on his departure from the Company on June 30, 2023. For more information about the base salary Mr. Harrison actually received in 2023, see the Summary Compensation Table on Page 44 of this Proxy Statement. (2) Ms. Fisher's 2023 annual base salary was established at the 2014time of her hire, and was pro-rated based on her hire date.For more information about the base salary Ms. Fisher actually received in 2023, see the Summary Compensation Table on Page 44 of this Proxy Statement.
| | 2024 PROXY STATEMENT I 29 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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ANNUAL BONUSES ANNUAL BONUS OPPORTUNITY Our NEOs participate in an annual meeting. bonus program designed to reward each NEO’s contribution to overall Company results and attainment of strategic business objectives during the year. Annual bonuses therefore can vary in amount from year to year. The proposal’s termsCommittee, in consultation with Meridian, determined the target bonus opportunities for each NEO. The Committee established these amounts, which are based on a target percentage of each NEO’s base salary, after thorough consideration of: •the nature and responsibility of the position; •internal pay equity among positions; and •Comparative Market Data. Based on these factors, the Committee approved the 2023 target bonus opportunities set forth below for our NEOs other than Ms. Fisher. Because Ms. Fisher did not requestjoin the Company until November 27, 2023, she did not have a 2023 bonus target. Based on Comparative Market Data, the Committee increased Mr. Lougee's 2023 target from 130% in 2022 to take150% in 2023 to ensure that his compensation remained competitive with market levels.
| | | | | | | | | | | | EXECUTIVE | BASE
SALARY | | TARGET
PERCENTAGE
OF BASE
SALARY | | | | BONUS
GUIDELINE
AMOUNT | | Mr. Lougee | $ | 975,000 | | | 150 | % | | | $ | 1,462,500 | | Ms. Harker | $ | 730,000 | | | 100 | % | | | $ | 730,000 | | Ms. Beall | $ | 650,000 | | | 100 | % | | | $ | 650,000 | | Mr. Harrison (1) | $ | 500,000 | | | 85 | % | | | $ | 425,000 | |
(1) Mr. Harrison's bonus target was set, but his bonus was not paid due to his departure from the Company prior to December 31, 2023.
ANNUAL BONUS PAYOUT FOR 2023 The Committee determined the extent to which Mr. Lougee, Ms. Harker and Ms. Beall earned his or her respective 2023 bonus, informed by attainment of the Company’s annual financial and qualitative performance goals, individual contributions made by the NEO during the year and each NEO’s performance against his or her KPIs. In addition, the Committee considered the performance of the Company across a broad spectrum of financial measures, including 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 because, individually and collectively, they represent the most significant financial aspects of our Company that we believe drive our financial success and enhance shareholder value. The Committee also compared the Company’s reported performance with respect to each of these financial performance measures against goals approved by the Board at the beginning of the year, financial results from prior years, and financial performance of peer companies and the industry.
| | 30 I 2024 PROXY STATEMENT |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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In addition, the Committee evaluated the performance of our executives, the roles played by each of them in contributing to the Company’s progress in creating shareholder value, achieving critically important strategic initiatives and the performance highlights described in the “Executive Summary” above. Other factors considered by the Committee for the 2023 bonus awarded to each NEO are described below.
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David T. Lougee, President and Chief Executive Officer |
2023 Goals:
The Committee evaluated Mr. Lougee’s 2023 performance by measuring Mr. Lougee’s results against financial and non-financial KPIs. Mr. Lougee’s financial KPIs included both EBITDA and revenue targets.
At the beginning of 2023, Mr. Lougee’s key non-financial goal was to oversee the completion of the transaction with Standard General and the Company's integration efforts. Following the termination of the merger agreement in May 2023, Mr. Lougee's goals quickly transitioned to refining and implementing the Company's strategic plans as a standalone enterprise, including retention of key leaders, returning capital to shareholders, and re-establishing the Company's strategic priorities, which include continuing to be a best-in-class operator; disciplined pursuit of accretive M&A opportunities, including adjacent businesses and technologies; pursuing growth opportunities through organic innovation; maintaining a strong balance sheet; and committing to strong free cash flow generation and a balanced capital allocation process. Mr. Lougee's KPIs also included people goals, including diversity and inclusion goals. The Committee also assessed Mr. Lougee’s performance in the context of the core CEO responsibility to serve as the Company’s chief spokesperson and effectively communicate with all of the Company’s stakeholders, including its shareholders, employees, customers, Board of Directors and community and industry groups.
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2023 Performance Highlights and Accomplishment of 2023 Goals:
During 2023, Mr. Lougee oversaw the Company's prompt pivot to deliver value to shareholders and to re-engage on its strategic priorities following termination of the Standard General merger agreement after a protracted regulatory process. As a result of Mr. Lougee's negotiations with Standard General (in conjunction with Ms. Harker), Standard General agreed to pay the $136 million termination fee owed to the Company under the merger agreement in Company stock, resulting in an immediate return of capital to shareholders. In addition, by further leaning into the Company's capital allocation strategy, Mr. Lougee oversaw the Company's launch of two accelerated share repurchase programs and opportunistic open market share repurchases that resulted, in the aggregate, in a commitment in 2023 to return nearly $800 million to shareholders. He also oversaw the Company's industry-leading balance sheet, which positions the Company to be able to pursue organic growth and bolt-on M&A opportunities going forward.
Mr. Lougee’s annual bonus for 2023 reflected these accomplishments as well as the Committee’s assessment of the performance of his duties and his achievement of the following KPIs, particularly in light of the Company's decisive actions coming out of the merger termination, while taking into account that the Company's overall financial performance failed to meet its expectations for the year, driven primarily by continuing macroeconomic headwinds:
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| Financial KPIs |
| •Achieved full year Company Adjusted EBITDA of $743 million,* which was below his EBITDA KPI, partially driven by weaker macroeconomic forces impacting subscribers and advertising and marketing services (AMS) revenue. •Achieved full-year revenue of $2.9 billion, short of his revenue KPI due in part to AMS revenue declines as a result of continued macroeconomic headwinds and acceleration of cord cutting. |
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| Non-financial KPIs: Strategic and Business |
| •Oversaw the Company's renewed capital allocation strategy that resulted in the Company's commitment in 2023 to return nearly $800 million in capital to shareholders, as well as a 20% increase to the Company's quarterly dividend. •Successfully led the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30% of the Company’s subscribers, as well as renewals of affiliation agreements with two of the Company's largest affiliate partners, NBC and ABC. | d |
| Non-financial KPIs: People |
| •Oversaw the Company’s continued progress on its 2025 diversity, equity and inclusion goals, for which the Company remains on track to achieve on schedule, including increasing the ethnic and gender diversity of the Company’s station general managers. •Executed a Company-wide employee survey, which allowed the Company to re-engage with and re-assess its employee base following the terminated merger agreement, laying the groundwork for the Company to reestablish employee priorities. |
* Reconciliation of Adjusted EBITDA, a non-GAAP financial measure to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form 10-K, filed February 29, 2024: adjusted EBITDA – page 38.
| | 2024 PROXY STATEMENT I 31 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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Victoria D. Harker, Executive Vice President and Chief Financial Officer (through December 31, 2023)
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2023 Goals:
The Committee evaluated Ms. Harker’s 2023 performance using financial and non-financial KPIs it developed in consultation with Mr. Lougee. Ms. Harker’s financial KPIs included, among other things, Adjusted EBITDA, revenue targets, and earnings per share.
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2023 Performance Highlights and Key Accomplishments:
Ms. Harker's delivered a strong performance in 2023, during which she and her finance team achieved important results for the Company as it emerged from the terminated merger agreement with Standard General (in conjunction with Mr. Lougee), including successfully negotiating termination fee paid by Standard General, overseeing the Company's capital allocation strategy, including share repurchases and the increase to the quarterly dividend, continuing to actively manage and implement expense reductions, and supporting the successful negotiation of retransmission agreements and network affiliation agreements. Her annual bonus for 2023 reflected the Committee’s assessment of her performance in a year in which the Company's performance fell below expectations due primarily to continued macroeconomic headwinds, including her achievement of the following KPIs:
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| Financial KPIs |
| •Successfully negotiated terms of $136 million termination fee payment by Standard General in the form of surrender of Company shares. •Led the effort to execute two Accelerated Share Repurchase (ASR) programs, together valued at $625 million, as well as the Company's opportunistic repurchase of $28 million in open market shares between the two ASRs. •Developed bank syndication and underwriter support for amended and extended 5-year $750 million credit revolver. |
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| Non-financial
KPIs: Strategic and Business |
| •Developed capital allocation strategy and Board recommendation, including share repurchases, dividends, and organic/inorganic investment hurdle rates, with an eye toward maximizing deployment of capital to shareholders. •Supported strong transition back to regular-way investor relations, marketing and research analyst communications through dozens of calls, conference participation and presentation development. •Developed liquidity analysis and presentation for credit agencies, resulting in Moody’s reinstatement of TEGNA’s pre-acquisition rating and an upgrade by S&P to a rating of BB+, just below investment grade and TEGNA’s highest credit rating ever. •Realized significant expense savings in the finance organization by deferring projects, introducing new efficiencies, rationalizing work product/priorities and reducing low-risk audits. •Improved the Company's investments with diverse organizations. |
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| Non-financial KPIs: People |
| •In collaboration with Mr. Lougee and the Company’s chief human resources officer, executed against the succession and development plan for her successor, which ultimately culminated with an August 2023 announcement that Julie Heskett would be promoted to the Company's CFO as of January 1, 2024. •Oversaw the hiring, onboarding and training of a new Vice President and Treasurer. |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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Lynn Beall, Executive Vice President and Chief Operating Officer – Media Operations
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2023 Goals:
The Committee evaluated Ms. Beall’s 2023 performance using financial and non-financial KPIs it developed in consultation with Mr. Lougee. Ms. Beall’s financial KPIs included, among other things, goals relating to subscription and advertising and marketing services revenue.
Ms. Beall’s non-financial goals included, without limitation, audience growth, content transformation, sales transformation, and retransmission and network affiliation agreement negotiations and people goals relating to talent and culture, racial and gender diversity and succession planning.
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2023 Performance Highlights and Key Accomplishments:
In 2023, Ms. Beall led the Company’s media operations through a year of change and uncertainty given the pending sale of the company to Standard General. Despite these and other challenges, including macroeconomic headwinds and industry-wide changes to the broadcast ecosystem, the Company’s media operations realized strong results across the board under her leadership. She also played a key role for the Company as the Chair of the CBS Affiliate Board, overseeing negotiations that related to certain critical rights the Company receives from an important network partner. Ms. Beall’s annual bonus for 2023 reflected the Committee’s assessment of her and the Company’s performance, including her achievement of the following KPIs:
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| Drove the Company’s significant media operations revenue, subscription revenue, net income and EBITDA, but fell below expectations and internal budget mostly due to continuing economic headwinds that impacted both advertising and marketing services and subscription revenue. |
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| Non-financial
KPIs: Strategic and Business |
| •Successfully led the Company’s negotiations of comprehensive retransmission consent agreements with several significant operators and operator groups. •Led successful renegotiation of a multi-year affiliation agreements with NBC and ABC. •Oversaw efforts to transform the Company's content approach, with a strategic focus on data and audience research, performance and accountability, and excellence in journalism through delivering trustworthy content, which resulted in significant ratings increases across a number of the Company's key markets. •Continued to improve the year-over-year performance of the Company’s Daily Blast Live program, growing distribution by adding 20 new markets, which extended the show's reach to 55% of U.S. homes. •Achieved robust audience and revenue gains for the Company’s Locked On Podcast Network, driven by its continued transition to becoming a video-first platform. •Oversaw the Company’s news operations, which once again received more national journalism awards than any other local news organization, including ten national Edward R. Murrow awards, two Dupont awards, and one Peabody award. |
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| Non-financial KPIs: People |
| •Continued the Company's the Company’s manager training program, providing leadership training to almost 75 of the Company’s managers in 2023. •Increased the Company's talent pipeline through its Leadership in Action program, which contributed to the Company's overall leadership diversity, and oversaw the Company's News Leadership Forum, which focuses on ensuring that the Company's leaders have the functional skills to lead a newsroom and win on local content. •Through her succession planning and development efforts, oversaw the hiring of eight new station general managers, six of whom were internal promotions. Of the eight total hires, three were female and three (including one of the females) were diverse. •Together with Mr. Lougee, oversaw the execution of an all-employee survey that provided critical insights to our employee populations, which was important to re-establishing our cultural pillars following the disruption created by the planned acquisition. •Remained on track to achieve the 2025 diversity, equity and inclusion goals relating to the Company’s content leadership and content teams, including hiring three diverse station general managers. |
| | 2024 PROXY STATEMENT I 33 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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In determining the annual bonus payouts for each NEO, the Committee considered each individual's performance against the backdrop of the Company's overall financial performance, which finished below the Company's expectations for the year. Based on its comprehensive review of these considerations, the Committee determined to pay Mr. Lougee's, Ms. Harker's and Ms. Beall's 2023 annual bonus at the amounts set forth below, which were below the targets outlined above. Mr. Harrison was not eligible to receive, and did not receive, a 2023 annual bonus because he left the Company prior to December 31, 2023. Ms. Fisher's 2023 bonus was established and paid in connection with her hiring. (For a further discussion of Ms. Fisher's 2023 compensation, see "Compensation for Senior Vice President and Chief Legal Officer" on Page 38 of this Proxy Statement.)
| | | | | | | EXECUTIVE | | BONUS | Mr. Lougee | | | $ | 1,316,250 | | | Ms. Harker | | | $ | 650,000 | | | Ms. Beall | | | $ | 600,000 | | | Ms. Fisher | | | $ | 200,000 | | |
LONG-TERM INCENTIVES The Company’s long-term incentive program (the “LTI Program”) consists of awards of Performance Shares and Restricted Stock Units. The Performance Shares are based on the Company’s adjusted EBITDA and Free Cash Flow metrics, which the Committee views as critical to measuring our success in creating value for shareholders. The Committee uses a two-year performance cycle for the Performance Shares in order to address the significant cyclical revenue increase the Company experiences in even-numbered years due to political spending during mid-term and presidential election years as a result of the Company’s strong political footprint.
| | | | | | PSU Performance Period | 2021 | 2022 | 2023 | 2024 | 2025 | 2021-2022 | Off Year | Political | Vesting | | | 2022-2023 | | Political | Off Year | Vesting | | 2023-2024 | | | Off Year | Political | Vesting |
Under the Performance Share program, grants are made, and a new two-year performance cycle begins, each year. At the end of each two-year performance cycle, the number of shares of Company common stock earned will be determined based upon the Company’s level of achievement versus the aggregate 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 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 immediate action,performance cycle, no Performance Shares will be earned and clearly statedno payout of shares of Company common stock will be made with respect to that any actions takenfinancial performance metric. Long-Term Equity Awards under the 2023 LTI Program For the March 1, 2023 grants, the Committee determined total long-term equity award target values for each NEO (other than Ms. Fisher, who had not yet joined the Company) taking into account the following factors: •recommendation of Mr. Lougee and the Senior Vice President and Chief Human Resources Officer (other than for Mr. Lougee); •the nature and responsibility of the NEO’s position; •internal pay equity among positions; •Comparative Market Data; •individual performance against KPIs; •the financial performance of the Company and the operations for which the NEO is responsible; and •the Company’s progress towards the goals of its strategic plan.
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| Executive Compensation: How the Committee Determines NEO Compensation |
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Based on the foregoing factors, the Committee approved 2023 total long-term equity award target values for each of the applicable NEOs, which are shown in the table below.
| | | | | | | | | | | | | | | | | | EXECUTIVE | 2023
BASE SALARY | | LONG TERM-
AWARD TARGET
PERCENTAGE | | TOTAL LONG-
TERM AWARD
TARGET VALUE | Mr. Lougee | | $ | 975,000 | | | | | | 500 | % | | | | $ | 4,875,000 | | | Ms. Harker | | $ | 730,000 | | | | | | 250 | % | | | | $ | 1,825,000 | | | Ms. Beall | | $ | 650,000 | | | | | | 200 | % | | | | $ | 1,300,000 | | | Mr. Harrison | | $ | 500,000 | | | | | | 200 | % | | | | $ | 1,000,000 | | |
On March 1, 2023, the long-term equity award target value for each NEO was translated into a target award of Performance Shares and an award of RSUs based upon the Company’s closing stock price on February 28, 2023 (taking into account that dividends would not be paid on the Performance Shares or RSUs during the respective vesting periods), as follows:
| | | | | | | | | | | | | EXECUTIVE | | PERFORMANCE
SHARES
(TARGET #) | | RSUs | Mr. Lougee | | | | 208,971 | | | | | | 88,583 | | | Ms. Harker (1) | | | | 61,467 | | | | | | 49,742 | | | Ms. Beall | | | | 43,784 | | | | | | 35,434 | | | Mr. Harrison (2) | | | | 33,680 | | | | | | 27,257 | | |
(1) Per the terms of her awards, Ms. Harker's grants will be subject to pro-rata treatment upon her retirement from the Company on March 31, 2024. For further discussion of the payments Ms. Harker will receive upon her retirement, see "Separation Payments to Ms. Harker" on Page 54 of this Proxy Statement. (2) Mr. Harrison forfeited all unvested awards upon his departure from the Company on June 30, 2023. 2023 Performance Share Awards The 2023 Performance Share grants are subject to achievement against the following Committee-approved performance metrics measured over the applicable performance cycle:
| | | | | Performance Metric |
| Weighting(1) |
| Description | Adjusted EBITDA |
| 2/3 |
| Compares, in percentage form, (1) the sum of the actual Adjusted EBITDA generated by the Company in each of the two applicable fiscal years, to (2) the sum of the target budgeted amounts of Adjusted EBITDA set by the Committee in connection with its annual budget review process for such fiscal years. | Free Cash Flow as a Percentage
of Revenue |
| 1/3 |
| Compares, in percentage form, (1) the aggregate amount of Free Cash Flow generated by the Company in the two applicable fiscal years measured as a percentage of the aggregate total Company revenues generated by the Company in such fiscal years, to (2) the weighted average of the targeted level of Free Cash Flow as a percentage of total Company revenues set by the Committee in connection with its annual budget review process for such fiscal years. |
(1)The Performance Shares place a higher weighting on Adjusted EBITDA given the importance of meeting our profitability expectations. For purposes of the 2023 Performance Share grants: •“Adjusted EBITDA” means net income from continuing operations before (1) interest expense, (2) income taxes, (3) equity income (losses) in unconsolidated investments, net, (4) other non-operating items, (5) severance expense, (6) facility consolidation charges, (7) impairment charges, (8) depreciation, (9) amortization, and (10) expense related to performance share long-term incentive awards. Net income from continuing operations may be further adjusted to exclude unusual or non-recurring charges or credits to the extent and in the amount such items are separately reported or discussed in the financial statements and notes thereto or in management’s discussion and analysis of the financial statements in a periodic report filed by the Company under the Exchange Act.
| | 2024 PROXY STATEMENT I 35 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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•“Free Cash Flow” means “net cash flow from operating activities” less “purchase of property and equipment”, each as reported in the Company’s consolidated statements of cash flows, and adjusted to implementexclude (1) voluntary pension contributions, (2) capital expenditures required either by government regulators or due to natural disasters offset by any reimbursements of such expenditures (e.g., from the proposal shouldU.S. government or an insurance company), and (3) the same adjustments made to Adjusted EBITDA, other than income taxes and interest to the extent of their impact on Free Cash Flow. When calculating Free Cash Flow in respect of the 2023 Performance Shares, actual changes in working capital for the year will be disregarded to the extent they are greater than or less than the $20 million collar specified by the Committee from the target change in working capital. The “collar” limits the effect of volatility in working capital that can impact the Company’s Free Cash Flow. The Committee reserves the right to modify the calculations to adjust for impacts it deems appropriate. For the 2021-2024 and 2022-2025 performance awards, the Committee did not affect any contractual rightsexercise this discretion to adjust the calculations. 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 the applicable performance cycle:
| | | | | | | | | | | Actual versus Target | | Applicable Payout Percentage* | Below Threshold (80%) | | | <80% | | | | 0 | | Threshold | | | 80% | | | | 65% | | Target | | | 100% | | | | 100% | | Maximum | | | 110% | | | | 200% | | Above Maximum | | | >110% | | | | 200% | |
* The Applicable Payout Percentage is calculated using straight line interpolation for points between Threshold and Target and for points between Target and Maximum. The Company does not publicly disclose its expectations of how it will perform on a prospective basis in effectfuture 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 each two-year 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. “Earned” Performance Shares generally vest on the dateexpiration of adoption. Despite not being requiredthe three-year vesting service period (the Incentive Period) only if the executive continues to do sobe employed by the express language of Company through the proposal, management and the Committee undertook a comprehensive reviewlast day of the Company’s equity award vesting policies upon a change in control, reflecting the Company’s commitment to good corporate governance and the value we place on input from our shareholders. According to survey data provided by Meridian, “double trigger” vesting in full upon a change in control is the dominant market practice. Based on this survey data, the Committee adopted a new vesting policy under which, for awards granted on or after January 1, 2016, andservice period, subject to contractual rights in effect on the date the policy was adopted,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 five years of service) or a change in control of the Company. Following the end of the vesting service period, each executive who has earned Performance Shares will receive the number of shares of Company will only accelerate fullcommon stock earned for the performance cycle, less withholding taxes. Dividends are not paid or accrued on Performance Shares. The vesting of equitythe Performance Share grants will not accelerate in connection with a change in control unless the executive has a qualifying termination of employment within two years following the date of the change in control or the grants are not continued or assumed (e.g., the grants are not equitably converted or substituted for awards of the successor company) following the change in control. In the event a change in control occurs prior to executives if the awardsexpiration of the applicable performance period, the executive will receive (if the vesting requirements are satisfied) the target number of Performance Shares set forth in the executive award agreement for that Performance Share grant. In the event a change in control occurs after the expiration of the applicable performance period but prior to the expiration of the applicable vesting service period, the executive will receive (if the vesting requirements are satisfied) the number of Performance Shares earned during the applicable performance cycle. 2023 RSU Awards The 2023 RSUs generally vest ratably over four years. At the time of vesting, the NEO will receive the number of shares of Company common stock equal to the number of RSUs that then vested, less withholding taxes. Executives are also entitled to receive a prorated portion of their RSUs upon retirement, disability or death. The vesting of the RSUs will not accelerate in connection with a change-in-control, unless the executive has a qualifying termination of employment within two years following the date of the change-in-control or the grants 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. The Committee’s new change in control vesting policy is solidly in line with current market practices for executive compensation arrangements and is strongly supported in the feedback received from shareholders through the Company’s outreach efforts. See the Board’s statement opposing Proposal 6 on page 68 of this Proxy Statement for a more detailed description of the Committee’s decision-making process.change-in-control. 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.
| | | | | | | | | | | Component | | Description | | Performance
Considerations
| | Objective | Short Term Cash Compensation
| | Base Salary
| | Pay for service in executive role.
| | Based on the nature and responsibility of the position, achievement of key performance indicators, competitive market data and individual and Company performance.
| | Retention. Base salary adjustments also allow the Committee to reflect an individual’s performance or changed responsibilities.
| | Annual Bonus
| | Short-term program providing NEOs with an annual cash bonus payment.
| | Based on the Committee’s assessment of each NEO’s contributions to Company-wide performance and achievement of key performance indicators.
| | To reward performance in attaining individual and Company qualitative and quantitative performance goals.36 I 2024 PROXY STATEMENT
| Long-Term Equity Incentives
| | Performance Shares
| | Long-term program through which participants are given an opportunity to earn shares of Company common stock based upon how the Company’s total shareholder return over a three-year performance period compares to the total shareholder returns of the Company’s TSR Peer Group (as defined below) over the same period.
| | Based on the achievement of the Company’s long-term financial goals and the creation of long term shareholder value as compared to a group of the Company’s peers.
| | To align the interests of executives with those of shareholders and to retain and motivate them in a challenging business environment.
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Considerations
| | Objective | | | Restricted Stock Units (RSUs)
| | Long-term program providing for delivery of shares of common stock upon continued employment during a four-year vesting period.
| | Based on the achievement of the Company’s long-term financial and strategic goals and the creation of long term shareholder value.
| | To retain and motivate executives in a challenging business environment and to align their interests with those of shareholders.
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| Executive Compensation: How the Committee Determines NEO Compensation |
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Results for 2022 Performance Share Awards In 2022, the NEOs (other than Ms. Fisher, who had not yet joined the Company) received Performance Share awards with a two-year performance cycle of January 1, 2022 through December 31, 2023, contingent on the Company achieving its two-year Adjusted EBITDA and Free Cash Flow as a Percentage of Revenue performance targets. The Committee also regularly reviews other components of executive compensation, including benefits, perquisites and post-termination pay. Howperformance metric targets established by 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 consultant, the Committee’s assessment of the NEOs and the Company’s performance and 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 Company and our NEOs in light of the challenges confronting our core businesses and our progress toward achieving the Company’s strategic plan. The Committee does not focus on any one particular objective, formula or financial metric, but rather on what it considerswere designed 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.challenging.
| | | | | | | | Performance Metric Targets for the 2022 Performance Shares | | Adjusted
EBITDA | | Cash Flow
as a
Percentage
of Revenue | 2022-2023 Total: | | $ | 2,258,104,000 | | | | 20.1% (1) |
Factors Considered by the Committee
The Committee uses key performance indicators (KPIs) as its principal evaluation tool for NEO compensation decisions. KPIs consist of individually designed qualitative and quantitative goals organized around individual, operating unit and/or Company performance in the areas of profit, product and people. Quantitative KPIs include, where appropriate, revenue, adjusted EBITDA, operating income and digital goals for the Company and the respective divisions and functions over which each NEO has operational or overall responsibility. Qualitative KPIs include, where appropriate, measures of leadership, innovation, collaboration, new products and programs in support of the Company’s strategic plan, diversity initiatives, First Amendment activities, and other significant qualitative objectives. The CEO’s KPIs are heavily weighted toward the Company’s financial performance, total shareholder return, and the execution of a strategic plan that positions the Company for the future.
The Committee also considers the financial performance of the Company using the following financial measures: total revenues, operating income, net income attributable to Gannett, income from continuing operations, earnings per share, return on equity, operating cash flow, free cash flow, free cash flow per diluted share, after tax cash flow per share, operating income as a percentage of sales, debt to earnings before interest, taxes, depreciation and amortization, stock price and market value, although no one measure is given greater weight than the others. In assessing these financial performance measures, the Committee compares them to management budgets approved by the Board at the beginning of the year and the Company’s financial results from prior years. The Committee selected these financial measures 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.
In addition, the Committee evaluates the Company’s progress toward the goals of its strategic plan, as well as the achievement of qualitative goals including leadership in defending the First Amendment, promoting an ethical Company work environment and diverse workforce, and maintaining its reputation as a good corporate citizen of the local, national and international communities in which it does business.
Comparative Market Data
To assist the Committee in making decisions affecting 2014 NEO compensation, Company management provided it with a report regarding, among other things, executive compensation trends and practices, which the Committee reviewed and used in its year-end compensation decisions. Management also reviewed data from the Towers Watson Media Compensation Survey, the Towers Watson General Industry Executive Compensation Survey, the Croner Digital Content and Technology Survey and proxy data from Equilar, a widely used source of executive compensation information (collectively, “Comparative Market Data”). The Company compares its NEO salaries, bonuses and equity compensation 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—and the range of amounts we pay our executives for each element—are appropriate in the context of the broad market reference points provided by the Comparative Market Data. The Company 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:
the nature and responsibility of the position;
the achievement of KPIs, both historically and in the immediately prior year;
internal pay equity among positions; and
Comparative Market Data (as described in more detail in the section above titled “Comparative Market Data”), which supported the conclusion that our NEOs’ base salaries were competitive with those paid by the comparator group.
(1) Based on these factorsa Free Cash Flow target of $1,341,000,000 and the Company’s strong 2013 performance, the Committee set 2014 NEO base salaries as follows:a Revenue target of $6,657,579,000. | | | | | Executive
| | 2014 Base Salary
| | Ms. Martore | | $ | 1,000,000 | | Ms. Harker | | $ | 655,000 | | Mr. Dickey | | $ | 675,000 | | Mr. Lougee | | $ | 650,000 | | Mr. Williams | | $ | 540,000 | |
Annual Bonuses
Our NEOs participate in an annual bonus program, which offers incentive opportunity linked to attainment ofIn February 2024, the Company’s annual financial and qualitative performance goals and each executive’s KPIs set at the beginning of the year. Bonuses are designed to reflect individual and Company performance during the past year and therefore can vary significantly in amount from year to year.
The Committee, in consultation with its independent compensation consultant, considers bonus guidelines developed by our President and CEO, Senior VP/Chief Human Resources Officer and Vice President/Total Rewards and HR Services. These guideline amounts are calculated by multiplying the NEO’s base salary by a target percentage, which takes into account:
the nature and responsibility of the position;
internal pay equity among positions; and
Comparative Market Data (as described in more detail in the section above titled “Comparative Market Data”), which indicated that the bonus guidelines we selected were generally in line with those disclosed by the comparator group.
Based on these factors, management recommended, and the Committee approved, the following 2014 bonus guideline opportunities for our NEOs:
| | | | | | | | | | | | | Executive
| | Base Salary
| | | Target Percentage
of Base Salary
| | | Bonus
Guideline Amount
| | Ms. Martore | | $ | 1,000,000 | | | | 125 | % | | $ | 1,250,000 | | Ms. Harker | | $ | 655,000 | | | | 100 | % | | $ | 655,000 | | Mr. Dickey | | $ | 675,000 | | | | 100 | % | | $ | 675,000 | | Mr. Lougee | | $ | 650,000 | | | | 100 | % | | $ | 650,000 | | Mr. Williams | | $ | 540,000 | | | | 75 | % | | $ | 405,000 | |
For purposes of the amount of the bonuses actually paid, the Committee considered the following in reaching its NEO bonus decisions for 2014:
The Company’s announcement of its plan to create two publicly traded companies, one exclusively focused on its Broadcasting and Digital businesses, and the other on its Publishing business and its affiliated digital platforms, to further execute on the Company’s strategic plan.
The Company’s successful acquisition of the remaining 73% interest in Classified Ventures, LLC, the owner of Cars.com, the leading destination for online car shoppers, significantly increasing the scale of our Digital business.
The Company’s successful integration of Belo, which was acquired in 2013 and which nearly doubled the Company’s portfolio of broadcast stations in creating the largest independent station group of major network affiliates in the top 25 markets (including stations serviced by the Company under shared services and similar arrangements).
Adjusted EBITDA: $1.5 billion (representing net income attributable to the Company before net income attributable to noncontrolling interest, income taxes, interest expense, equity income, other non-operating items, workforce restructuring, other transformation costs, asset impairment charges, depreciation and amortization), an increase of 43% compared to 2013 (an 18% increase on a pro forma basis).
Operating Revenue: $6.0 billion, an increase of 16% compared to 2013 (a 4% increase on a pro forma basis), primarily due to the acquisitions of Belo and Cars.com, strong political advertising and revenue associated with the Winter Olympics generated in 2014.
The growth of Company-wide digital revenues to $2.05 billion on a pro forma basis, representing approximately 32% of the Company’s total revenues for the year.
The 103% year-over-year growth of the Company’s television revenues (19% year-over-year growth on a pro forma basis), due to record high non-presidential political spending and strong Winter Olympics revenue.
Earnings per share (diluted): $2.73 (excluding the net favorable impact of $1.85 per share for non-operating gains and tax benefits, partially offset by transformation expenses, non-cash asset impairment charges and workforce restructuring costs), up 35% year-over-year.
The Company generated $845 million in free cash flow (representing “Net cash flow from operating activities,” as reported on the Company’s statement of cash flows, reduced by “Purchase of property, plant and equipment” and “Payments for investments” and increased by “Proceeds from investments”), nearly twice as much as in 2013.
Transformation initiatives, including the All Access Content Subscription Model, consolidation of printing and distribution platforms, consolidation of our real estate footprint and global sourcing initiatives, generated in excess of $300 million in revenue and $150 million in cost savings.
Based on the foregoing, the Committee awarded 2014 annual bonuses to our NEOs as follows:
| | | | | Executive
| | Bonus
| | Ms. Martore | | $ | 2,750,000 | | Ms. Harker | | $ | 750,000 | | Mr. Dickey | | $ | 750,000 | | Mr. Lougee | | $ | 675,000 | | Mr. Williams | | $ | 575,000 | |
The Committee determined that these bonus amounts were appropriate given the Committee’s assessment of individual NEO performance against their KPIs, the financial performance of the Company and the divisions and operations for which they are responsible, and the Company’s progress toward the goals of its strategic plan. In addition:
2014 was a transformative year in which we created three businesses with scale, Broadcasting, Digital and Publishing, each highly profitable and a leader in its industry. We did that by integrating TV stations from Belo Corp. and London Broadcasting and acquiring full ownership of Cars.com. These changes paved the way for our plan to separate our Publishing business and its affiliated digital platforms from our Broadcasting and Digital businesses to create two publicly traded companies with scale and financial strength. Ms. Martore has been the architect of our Company’s transformation since she became CEO in October 2011, and led and stewarded each aspect of the changes described above. Her bonus for 2014 reflects this as well as her vision to continue to create long-term shareholder value through the Company’s strategic plan, and creating an environment that motivates the senior leadership team to support and execute it. Her bonus also reflects the Company’s outstanding financial performance in 2014, with record years by our Broadcasting and Digital segments helping to drive a 43% increase in our2022-2023 Adjusted EBITDA to $1.5 billion. We note thatand Cash Flow as a Percentage of Revenue performance metrics were achieved at $1,892,108,000 and 17.9%, respectively, which resulted in October 2011 when Ms. Martore was promoted to President and CEO, she declined a salary increase and equity award, and took voluntary salary reductions from 2010 to 2013 as she deemed appropriate to the times. The Committee believes the bonus award for Ms. Martore is commensurate with the Company’s success in 2014 and her role as CEO in achieving that success.
Ms. Harker’s bonus reflects her successful performance in leading the Company’s financing activities in connection with the Company’s acquisitionpayout percentage of the remaining 73% interest in Classified Ventures, LLC, the owner74.6% of Cars.com, her efforts relating to the planning and preparation for the proposed spin-off, her role in enhancing the strength of the Company’s capital structure and the financial performance of the Company’s businesses, redesigning workflows to achieve efficiencies, and leading several significant cost control initiatives.
Mr. Dickey’s bonus reflects the solid financial performance of the U.S. Community Publishing Division, his additional responsibilities in connection with being named the future CEO of the post-spinoff Publishing business, the successful execution of the Company’s all-access content subscription model, and the implementation of several revenue and cost control initiatives.
Mr. Lougee’s bonus reflects his role in the successful integration of Belo, the outstanding financial performance of the Broadcasting Division, improved results at several stations, and the successful completion of significant contract negotiations.
Mr. Williams’ bonus reflects his critical role in structuring and negotiating the Company’s acquisition of the remaining 73% interest in Classified Ventures, LLC (the owner of Cars.com), his role overseeing Gannett’s portfolio of online classified companies and other diversified businesses such as CareerBuilder, and the integration of Cars.com into the Company’s Digital business unit.
Long-Term Incentives
We use equity-based awards to recognize the performance of certain executives who drive the development and execution of our business strategies and goals. The primary purposes of these awards are to align further the executive’s interests with those of the Company’s shareholders and the Company’s longer-term objectives, to drive shareholder return, to foster executive stock ownership and to promote retention. We awarded both TSR performance shares and restricted stock units (RSUs) to our NEOs on January 1, 2014.
Performance Shares
The Company administers a Performance Share Plan based on total shareholder return. Under the Performance Share Plan, the Company may issue shares of Company common stock (Performance Shares) to senior executives following the completion of a three-year period beginning on the grant date (Incentive Period). Generally, if an executive remains in continuous employment with the Company during the Incentive Period, the number of Performance Shares that the executive will receive will be determined based upon how the Company’s total shareholder return (TSR) compares to the TSRs of a peer group of media companies (TSR Peer Group) during 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.
For each grant of Performance Shares, the Company’s TSR is ranked against the TSR of each company in the TSR Peer Group over the Incentive Period. The Committee, with assistance from its independent compensation consultant, selected certain media companies to be included in the TSR Peer Group because they have print, digital and/or broadcasting operations and may face similar challenges in transforming their businesses. Our TSR Peer Group companies for the grants made on January 1, 2014, for the 2014-2016 Incentive Period, are as follows:
2014 – 2016 TSR Peer Group
| | | A.H. Belo Corporation
| | Meredith Corporation | AOL Inc.
| | Monster Worldwide, Inc. | Discovery Communications, Inc.
| | The New York Times Company | The E. W. Scripps Company
| | News Corporation | Journal Communications, Inc.
| | NexStar Broadcasting Group, Inc. | LinkedIn Corporation
| | ReachLocal, Inc. | The McClatchy Company
| | Sinclair Broadcast Group | Media General, Inc.
| | Yahoo! Inc. |
Our TSR Peer Group companies for the grants made on January 1, 2013, for the 2013-2015 Incentive Period, are as follows:
2013 – 2015 TSR Peer Group
| | | A.H. Belo Corporation
| | Meredith Corporation | Discovery Communications, Inc.
| | Monster Worldwide, Inc. | The E. W. Scripps Company
| | News Corporation/Twenty-First Century Fox | Journal Communications, Inc.
| | The New York Times Company | The McClatchy Company
| | Graham Holdings, Inc. (formerly The Washington Post Company) | Media General, Inc.
| | Yahoo! Inc. |
Our TSR Peer Group companies for the grants made on January 1, 2012, for the 2012-2014 Incentive Period, are as follows:
2012 – 2014 TSR Peer Group
| | | A.H. Belo Corporation
| | Meredith Corporation | Belo Corp.
| | Monster Worldwide, Inc. | Discovery Communications, Inc.
| | News Corporation/Twenty-First Century Fox | The E. W. Scripps Company
| | The New York Times Company | Journal Communications, Inc.
| | Graham Holdings, Inc. (formerly The Washington Post Company) | The McClatchy Company
| | Yahoo! Inc. | Media General, Inc.
| | |
For additional information regarding the Company’s TSR Peer Groups, see “Impact of Certain Transactions Involving TSR Peer Group Members” on page 40 of this Proxy Statement.
For purposes of the Performance Share Plan, a company’s TSR 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 purposes of calculating the number of Performance Shares actually earned by an executive, the Company’s TSR is compared to the TSR of each TSR Peer Group company and the number of TSR Peer Group companies whose TSR was exceeded by the Company’s TSR will determine the number of Performance Shares that the executive may receive.
Specifically, for each Incentive Period, the Committee will calculate the number of Performance Shares earned by multiplying the target number of 2022 Performance Shares, (as specifiedresulting in the executive’s award agreement) by a percentage based upon the Company’s 3-year TSR percentile (determined byMr. Lougee, Ms. Harker and Ms. Beall earning the number of TSR Peer Group companies whose performance is exceeded by the Company during the Incentive Period).
The percentages for each Incentive Period are set forth on the following table, with percentiles between the thresholds determined by straight line interpolation:
| | | 3 Year TSR v. Peer Group Companies | | Resulting Shares Earned
(% of Target) | 90th percentile or above
| | 200% | 70th percentile
| | 150% | 50th percentile
| | 100% | 30th percentile
| | 50% | Less than 30th percentile
| | 0% |
The average applicable payout percentages at the end of each of the last four quarters in the Incentive Period are used to calculate the 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.
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, 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 executive who is entitled to Performance Shares based on these calculations and the satisfaction of the applicable service and performance requirements will receive a share certificate (or an appropriate book-entry will be made) for the number of Performance Shares that the executive has earned, less withholding taxes. Dividends are not paid or accrued on
Performance Shares. Upon 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 on the date of the change in control, unless the change in control occurs during the first 6 months of an Incentive Period, in which case the executive will receive the target number of2022 Performance Shares set forth inbelow. Mr. Harrison forfeited his 2022 Performance Shares upon his departure from the Company on June 30, 2023. As noted above, Ms. Fisher did not receive a 2022 Performance Share award because she did not join the Company until 2023.
| | | | | | Executive |
| 2022
Performance
Shares | Mr. Lougee |
|
| 116,723 |
|
| Ms. Harker |
|
| 34,332 |
|
| Ms. Beall |
|
| 24,456 |
|
|
The earned 2022 Performance Shares remain subject to service vesting requirements; they generally will be paid out shortly after February 28, 2025 to the extent the executive award agreementhas satisfied the vesting requirements for thatsuch awards as of such date. For Ms. Harker, the number of 2022 Performance Share grant. For TSR 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, a change in control of the Company will only accelerate full vesting of equity 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. The Performance Share Plan has additional rules that will affect calculations in the event of the bankruptcy or change in control of a TSR Peer Group company during the Incentive Period:
TSR Peer Group companies that are involved in bankruptcy proceedings (and thus no longer traded on a national securities exchange) during the Incentive Period will remain in the group at a negative 100% TSR;
TSR Peer Group companies acquired during Year 1 of the Incentive PeriodShares she receives will be excluded from all calculations; and
For TSR Peer Group companies acquired in Years 2 or 3, their TSR position will be fixed above or below the Company’s TSR using the average closing price of their stock during the 20 consecutive trading days ending on the trading day immediately preceding the announcement of the acquisition.
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 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 are as follows:
| | | | | Incentive Period
| | Price of Shares on the First Day
of Incentive Period
| | 2012-2014 | | $ | 13.37 | | 2013-2015 | | $ | 18.01 | | 2014-2016 | | $ | 29.58 | |
Impact of Certain Transactions on Performance Share Awards Involving TSR Peer Group Members
Belo Corp.: Based upon the rules of the Performance Share Plan described above, as a result of the Company’s acquisition of Belo Corp. during Year 1 of the 2013-2015 Incentive Period, Belo Corp. has been excluded from the Company’s TSR Peer Group companies for the 2013-2015 Incentive Period. In addition, the TSR position of Belo Corp. has been fixed above the Company’s TSR for the 2012-2014 Incentive Period based upon the average closing price of Belo Corp. stock during the 20 consecutive trading days ending on June 12, 2013, the trading day immediately preceding the announcement of the acquisition.
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. Pursuantprorated pursuant to the terms of the spin-off,TEGNA Inc. Executive Severance Plan following her retirement from the Company on March 31, 2024. For further discussion of the treatment of Ms. Harker's 2022 Performance Shares upon her retirement, see "Separation Payments to Ms. Harker" on Page 54 of this Proxy Statement.
Special Retention Grants to Senior Leaders For the first five months of 2023, the Company operated with an expectation that the pending transaction with Standard General would eventually be consummated. Although the Company could not engage with Standard General on the future state of the Company while the regulatory review of the transaction was pending, based on the structure of Standard General’s organization certain of our executives had reason to question whether their roles would continue with the Company once the transaction closed. The overhang of the pending merger therefore created significant uncertainties for our leadership team. The transaction ultimately did not close and the Company terminated the merger agreement in May 2023. In the weeks and months following the termination of the merger agreement, three key members of the Company's leadership team, including Ms. Harker and Mr. Harrison, announced their intentions to step down from their positions and/or to leave the organization. Mr. Harrison resigned effective June 30, 2023. Against this backdrop, the Board recognized it was critical to ensure retention and engagement of senior leadership through the time of transition from the potential change of control to remaining a shareholder of “old” News Corporation, whichstandalone company. Following extensive conversations, the Board and the Committee, with advice from the Committee’s independent compensation consultant, Meridian, determined that it was renamed Twenty-First Century Fox, received 1/4 share of “new” News Corporation for each share of “old” News Corporation the shareholder owned priornecessary and appropriate to make retention awards to senior leaders to ensure their continued dedication and service to the spin-off. Accordingly, for eachCompany during this unique transition period. After evaluating various alternatives, market data, and the executives’ overall compensation, the Board granted one-time special cash and stock retention awards to certain senior leaders in August 2023 to help ensure their ongoing leadership and incentivize focus on driving future success of the 2013-2015business. For Mr. Lougee, the Board made a total one-time special retention grant of $6,000,000 and for Ms. Beall, the Board made a total one-time special retention grant of $1,500,000, which the Board felt was appropriate after evaluating Mr. Lougee and Ms. Beall’s total compensation relative to the market, and the 2012-2014 Incentive Periods,importance of achieving the TSRretention objective described above. In determining the structure of “old” News Corporationthe awards, the Board considered the executives’ earnings opportunity, the strong performance-based nature of the annual incentive program, and the focus of the awards on ensuring stability through this unique transition period, and determined an award comprised of 40 percent cash ($2,400,000 for Mr. Lougee and $600,000 for Ms. Beall) and 60 percent RSUs (resulting in a grant of 218,845 RSUs for Mr. Lougee and 54,711 RSUs for Ms. Beall) would help to ensure leadership continuity and engagement. The cash component of each executive’s retention award will be calculated by assumingpaid and the RSUs each will vest in two equal installments, in August 2024 and
| | 2024 PROXY STATEMENT I 37 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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August 2025. The Committee believes the two-year payment and vesting period was most appropriately aligned with the timeline to execute on our refined business priorities. Transition Agreement with Victoria Harker As noted above, in 2023 Ms. Harker informed the Board that she intended to retire from the Company. In August 2023, the Board entered into a share of “old” News Corporation heldTransition Agreement with Ms. Harker to secure her continued employment as of the effective date of the spin-off was converted into one share of Twenty-First Century FoxEVP and a 1/4 share of “new” News Corporation. 2012-2014 TSR Performance
The Company’s total shareholder return for the 2012-2014 Incentive Period was 166%. As of December 31, 2014, comparing the Company’s TSR to the TSR of its 2012-2014 TSR Peer Group companies at the end of each of the last four quarters in the 2012-2014 Incentive Period resulted in an average payout percentage of 143% (at quarter end of the first three quarters of 2014 the Company outperformed 9 of its 13 2012-2014 TSR Peer Group companies, and atCFO through the end of the last quarteryear and as an advisor through March 31, 2024 to support the transition of 2014a CFO successor and completion of other projects underway.
Given these developments, Ms. Harker did not receive a retention award. She continued to receive her previously-approved 2023 compensation through the end of 2023. For the transition period in 2024, Ms. Harker will receive a prorated base salary based on her 2023 compensation. If she remains employed through March 31, 2024 and satisfactorily provides the consulting services, she will receive a $1 million cash payment. Consistent with the terms of her pre-existing agreements, her retirement will be treated as a “qualifying termination” under the Company’s Executive Severance Plan. For further discussion of the the amounts payable to Ms. Harker upon her retirement from the Company, outperformed 8see "Separation Payments to Ms. Harker" on Page 54 of its 13 2012-2014 TSR Peer Group companies). Accordingly, on February 4, 2015,this Proxy Statement. Compensation for Senior Vice President and Chief Legal Officer After a thorough search process, the executives were awarded a numberCompany hired Ms. Fisher as Senior Vice President and Chief Legal Officer, effective November 27, 2023. Because of Performance Shares equal to 143% ofher hire date, Ms. Fisher's compensation was determined by the target number of Performance Shares granted to themCommittee in connection with their 2012-2014 awards. RSUs
The Company grantsher offer of employment and not as part of the regular compensation cycle used for the other NEOs. Ms. Fisher received a $200,000 cash sign-on bonus that was intended to offset the bonus Ms. Fisher forfeited from her prior employer by virtue of leaving her position prior to the end of the year. On December 1, 2023, Ms. Fisher also received a grant of 61,771 RSUs with four-year terms to help retain our executives over an extended period of time. The four-year term is longer than the three-year term often used by companies for RSU grants. RSUs granted in 2014 and before vested on a “cliff” basis, but beginning January 1, 2015, such grantsthat will generally vest in four equal annual installments with vested shares being deliveredon February 29, 2024, February 28, 2025, February 28, 2026 and February 28, 2027, subject to the executive upon the earliest to occur of (1) the executive’s termination of employment, (2) a change in controlterms of the Companyaward agreement, which was intended to offset equity forfeited from her prior employer and (3) four years afterincentivize her to join the grant date. Executives are generally entitled to receive a prorated portion of their RSUs upon retirement (defined as 65 years of age or at least 55 years of age with at least 5 years of service), disability or death, and the RSUs will vest fully upon a change in control of the Company.
For RSU 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, a change in control of the Company will only accelerate full vesting of equity 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.
RSU awards granted on or after January 1, 2016 will generally be subject to a minimum vesting period requiring at least one year of service; provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (1) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (2) in connection with a change in control in which the award is not continued or assumed (e.g., the awards are not equitably converted or substituted for awards of the successor company); (3) for grants made in connection with an acquisition by the Company in substitution for pre-existing awards; (4) for new hire inducement awards or off cycle awards; or (5) to comply with existing contractual rights in effect on the date the change in policy was adopted.
Long-Term Equity Awards under the 2014 Program
For the January 1, 2014 grants, the Committee considered the total long-term equity award target values developed by our President and CEO, Senior VP/Chief Human Resources Officer and Vice President/Total Rewards and HR Services. These target values were calculated by multiplying the NEO’s base salary by a target percentage, which takes into account:
the nature and responsibility of the position;
internal pay equity among positions; and
Comparative Market Data (as described in more detail in the section above titled “Comparative Market Data”), which showed that the target values recommended by management were generally consistent with those disclosed by the comparator group.
Based on these factors, management recommended the following total long-term equity award target values for our NEOS:
| | | | | | | | | | | | | | Executive | | 2013
Base
Salary | | | Long Term
Award
Target
Percentage | | | Total Long
Term Award
Target Value | | Ms. Martore | | $ | 1,000,000 | | | | 400 | % | | $ | 4,000,000 | | Ms. Harker | | $ | 635,000 | | | | 200 | % | | $ | 1,270,000 | | Mr. Dickey | | $ | 675,000 | | | | 200 | % | | $ | 1,350,000 | | Mr. Lougee | | $ | 600,000 | | | | 150 | % | | $ | 900,000 | | Mr. Williams | | $ | 525,000 | | | | 150 | % | | $ | 787,500 | |
Using these long-term equity award target value recommendations as a guideline, the Committee approved 2014 total long-term award values for each of our NEOs in December 2013 as shown in the table below. The Committee determined that these long-term equity award values were appropriate given the individual performance of each NEO against their KPIs, the financial performance of the Company and the divisions and operations for which they are responsible, and the Company’s progress towards the goals of its strategic plan.
| | | | | | Executive | | Total Long
Term Award
Value | | Ms. Martore | | $ | 4,000,000 | | Ms. Harker | | $ | 1,275,000 | | Mr. Dickey | | $ | 1,300,000 | | Mr. Lougee | | $ | 1,000,000 | | Mr. Williams | | $ | 765,000 | |
The Committee also considered management’s recommendations as to the appropriate allocation of the total target award value for each NEO between Performance Shares and RSUs. The Committee and management believe that having our NEOs receive a higher proportion of their long-term awards as Performance Shares (which are performance-based) rather than RSUs (which are time-based) strengthens the pay for performance aspect of the Company’s long-term incentive program. The Committee determined that 75% of the value of Ms. Martore’s long-term award should be in Performance Shares, reflecting the importance of her leadership role in creating and overseeing the execution of the Company’s strategic plan, and set allocations for the other NEOs that provided for Performance Share awards of up to 65% of the value of the NEO’s overall long-term equity award.
On January 1, 2014, the first day of the 2014-2016 Incentive Period, the long-term equity award value for each NEO was translated into an award of Performance Shares based on the present value per share of the expected payout as calculated using the Monte Carlo valuation method and an award of RSUs based upon the Company’s closing stock price on December 31, 2013, as follows:
| | | | | | | | | | Executive | | Target
Performance
Shares | | | RSUs | | Ms. Martore | | | 80,407 | | | | 37,750 | | Ms. Harker | | | 22,213 | | | | 16,846 | | Mr. Dickey | | | 22,648 | | | | 17,176 | | Mr. Lougee | | | 17,422 | | | | 13,213 | | Mr. Williams | | | 13,328 | | | | 10,108 | |
Benefits and Perquisites The Company’s NEOs are provided a limited number of personal benefits and perquisites (described in footnote 64 to the Summary Compensation Table). The Committee’s objectives in providing these benefits are to provide insurance protectionprotections for our NEOs and their families, to enable the Company to attract and retain the bestsuperior management talent in a competitive marketplace, to complement other compensation components, and to help minimize distractions from our executives’ attention to important Company initiatives. The personal benefits and perquisites the Company provides to our NEOs, including medical, life insurance and disability plans, are generally the same as those offered to other similarly situated senior executives. For additional information about these and other post-employment benefits, see the benefits discussion under the “Other Potential Post-Employment Payments” section.section of this Proxy Statement. Post-Termination Pay The Company sponsors a tax-qualified defined benefit retirement plan, the Gannett Retirement Plan (GRP), and a nonqualified retirement plan, the Gannett Supplemental Retirement Plan (SERP). The Company also offers a tax-qualified defined contribution plan, the Gannett 401(k) Savings Plan (401(k) Plan), as well as a tax-advantaged Deferred Compensation Plan (DCP), a transition plan specifically relating to the proposed spin-off of the Company’s publishing business and its affiliated digital platforms, the Gannett Leadership Team Transition Severance Plan (GLT-TSP), and a change-in-control severance plan, the Transitional Compensation Plan (TCP), which together with the GRP and SERP,post-termination pay plans that assist the Company in recruiting and retaining employees and in providing leadership stability and long-term commitment.
On August 1, 2008, as part of a comprehensive evaluation of its retirement program, the Company made significant changesTEGNA Retirement Plan (TRP)
Prior to the GRP, SERP, 401(k) Plan and DCP. As discussedspin-off of the Company's publishing business into Gannett Co., Inc. in greater detail below, on August 1, 2008, the following changes became effective: The benefits for almost all participants in the GRP and SERP were frozen.
Participants whose benefits were frozen under the GRP and, if applicable, the SERP, commenced receiving higher matching contributions under the 401(k) Plan. TheJune 2015 (the “Gannett Spin-off”), eligible Company also began making additional employer contributions to the 401(k) Plan and/or DCP on behalf of certain employees including Mr. Lougee. The additional employer contributions also apply to employees hired after August 1, 2008, including Ms. Harker.
Certain employees, including Ms. Martore, Mr. Dickey and Mr. Williams, continued to accruegenerally had earned benefits under the SERP after August 1, 2008, but at a rate that is one-third less than the pre-August 1, 2008 rate. These employees do not receive the benefit enhancements made to the 401(k) Plan or the DCP.
Gannett Retirement Plan (GRP) The. In connection with the Gannett Spin-off, the Company adopted the TEGNA Retirement Plan (TRP), a tax-qualified defined benefit retirement plan which assumed the GRP pension liabilities relating to Company employees. Accordingly, the TRP generally provides retirement income to the majoritycertain of the Company’s U.S.-based employees who were employed before their benefits were frozen on August 1, 2008, at which time most participants, including each of the NEOs (other thanMr. Lougee and Ms. Harker, who does not participate in the GRP),Beall, ceased to earn additional benefits for compensation or service earned on or after that date. The planTRP provides benefits for employees based upon years of credited service, and the highest consecutive five-year average of an employee’s compensation out of the final ten years of credited service, referred to as final average earnings, or FAE. Subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans other than the DCP.TEGNA Deferred Compensation Plan (DCP). Until benefits commence, participants’ frozen benefits are periodically adjusted to reflect increases in a specified cost-of-living index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy).
Effective January 1, 1998, the Company made a significant change to the GRP for service after that date. Certain employees who were either retirement-eligible or had a significant number of years of service with the Company were “grandfathered” in the plan provisions applicable to them prior to the change (pre-1998 plan provisions). Other employees were transitioned to the post-1997 plan provisions under the GRP. The pre-1998 GRPplan provisions provide for a benefit that is expressed as a monthly annuity at normal retirement equal to a gross benefit reduced by a portion of the participant’s Social Security benefit. Generally, a participant’s annual gross benefit is calculated by multiplying the participant’s years of credited service by specified percentages (generally 2% for each of a participant’s first 25 years of credited service and 0.7% for years of credited service in excess of 25) and multiplying such amount by the participant’s FAE. Benefits under the pre-1998 GRPplan provisions are paid in the form of monthly annuity payments for the life of the participant and, if applicable, the
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participant’s designated beneficiary. Thepre-1998 GRP plan provisions provide for early retirement subsidies for participants who terminate employment after attaining age 55 and completing five years of service and elect to commence benefits before age 65. Under these provisions, a participant’s gross benefit that would otherwise be paid at age 65 is reduced by 4% for each year the participant retires before age 65. If a participant terminates employment after attaining age 60 with 25 years of service, the participant’s gross benefit that would otherwise be paid at age 65 is reduced by 2.5% for each year the participant retires before age 65. The post-1997 GRPplan provisions provide for a benefit under a pension equity formula, which generally expresses a participant’s benefit as a current lump sum value based on the sum of annual percentages credited to each participating employee. The percentages increase with years of service, and, in some circumstances, with age. Upon termination or retirement, the total percentages are applied to a participant’s FAE resulting in a lump sum benefit value. The pension equity benefit can be paid as either a lifetime annuity or a lump sum. As noted above, in connection with the Gannett Spin-off, the TRP assumed the GRP pension liabilities of the NEOs who had accrued a benefit under the GRP. The GRPTRP benefit for each of our NEOsMr. Lougee and Ms. Beall is calculated under the post-1997 GRP provisions (except for Ms. Harker who does not participate in the GRP).plan provisions. However, as noted below, the SERP benefit for each of Ms. Martore, Mr. Dickey and Mr. WilliamsBeall is calculated under the pre-1998 GRPplan provisions. Each of the NEOs (other thanMr. Lougee and Ms. Harker who does not participate in the GRP) isBeall are each fully vested in his or her GRPTRP benefit. In connection with its acquisition of Belo Corp. (Belo), the Company assumed the legacy Belo pension plan (the “Belo Plan”), which was merged into the TRP. Because Mr. Lougee earned a pension benefit while employed by Belo, the total TRP benefit for Mr. Lougee is calculated based on his accruals under both the post-1997 TRP plan provisions and the Belo Plan provisions, in which benefits he is also fully vested. Under the Belo Plan, which was frozen to new benefits as of March 31, 2007, Mr. Lougee is entitled to monthly annuity payments for his life commencing at age 65, calculated by multiplying his Belo credited service (including any additional service credits provided when the plan was frozen) by his monthly FAE, in each case earned at Belo as of March 31, 2007, and further multiplied by specified percentages (generally 1.1% plus 0.35% for average earnings in excess of covered compensation). GannettTEGNA Supplemental Retirement Plan (SERP)
The SERP is a nonqualified retirement plan that provides eligible employees with retirement benefits that cannot be provided under the GRPTRP due to the Internal Revenue Code, which limits the compensation that can be recognized under qualified retirement plans and imposes limits on the amount of benefits which can be paid. For some participants, including Ms. Martore, Mr. Dickey and Mr. Williams,Beall, the SERP also provides a benefit equal to the difference between the benefits calculated under the pre-1998 GRP formula, without regard to the IRS-imposed limits on pay and benefits, and the amount they will receive from the GRPTRP under the post-1997 formula. The SERP benefitbenefits for Mr. Lougee isare calculated under the post-1997 GRP formula without regard to the IRS-imposed limits on pay and benefits. For all SERP participants, the benefit calculated under the applicable SERP formula is reduced by benefits payable from the GRP.TRP. Ms. Harker doesand Ms. Fisher do not participate in the SERP. In conjunction with the Company’s decision to freeze benefits under the GRP, the Company also decided to make changes to benefits under the SERP. Generally, until December 31, 2017, SERP participants whose SERP benefits were calculated under the pre-1998 GRP formula will continuecontinued to accrue benefits under the SERP. However, their benefits for credited service after August 1, 2008 arewere calculated at a rate that is one-third less than the pre-August 1, 2008 rate. NEOsMs. Beall is the only NEO who was affected by this change arechange. Ms. Martore, Mr. Dickey and Mr. Williams. Ms. Martore, Mr. Dickey and Mr. Williams each areBeall is currently eligible for early retirement under the pre-1998 GRP formula that applies to themher under the SERP. Effective December 31, 2017, SERP participants whose SERP benefits were calculated under the pre-1998 formula had their SERP benefits frozen such that they ceased to earn additional benefits for earnings, credited service, cost of living adjustments or any other factor or reason after that date. Ms. Beall is the only NEO who was affected by this change. Effective August 1, 2008, SERP participants whose SERP benefits were not calculated under the pre-1998 GRP formula had their SERP benefits frozen such that they ceased to earn additional benefits for compensation or service earned on or after that date. Until benefits commence, such participants’ frozen benefits are periodically adjusted to reflect increases in a specified cost-of-living index.index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy). Mr. Lougee is the only NEO who was affected by this change. SERP benefits generally vest if the participant terminates employment after attaining age 55 and completing at least five years of service with the Company, although benefits become fully vested upon a change in control. SERP benefits are generally paid in the form of a lump sum amount when a participant separates from service or, if later, the date the participant attains age 55, except that payment is accelerated in the event that the Company undergoes a change in control. In order to comply with federal tax laws, an NEO’s SERP benefit cannot be paid within the first six months after the participant’s separation from service with the Company. Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. WilliamsMs. Beall are both fully vested in their respective SERP benefits. GannettTEGNA 401(k) Savings Plan (401(k) Plan)
Most of the Company’s employees based in the United States mayare eligible to participate in the TEGNA 401(k) Savings Plan (“401(k) Plan”), which permits eligible participants to make pre-tax contributions and provides for matching and other employer contributions. Effective August 1, 2008, new participants as well as participants whose benefits have been frozen under the GRP and, if applicable, the SERP, commenced receiving higher matching contributions under the 401(k) Plan. At that time,Since 2018, the matching contribution rate generally increased from 50% offor the first 6% of compensation that an employee elects to contribute to the401(k) plan tohas been 100% of the first 5% of compensation. Ms. Harker and Mr. Lougee receive matching contributions under the new formula, and Ms. Martore, Mr. Dickey and Mr. Williams receive matching contributions under the old formula. The Company also makes additional employer contributionsemployee’s elective deferrals up to the 401(k) Plan on behalf of certain employees, but nonefirst 4% of the NEOs.employee’s compensation. For purposes of the 401(k) Plan and subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans. Company
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contributions under the 401(k) Plan vest 25% after one year of service, 50% after two years of service and 100% after three years of service. Asare immediately vested when they are made; therefore, as of the date of this Proxy Statement, Company contributions are 100% vested for Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams and 50% vested for Ms. Harker.each of the NEOs. GannettTEGNA Deferred Compensation Plan (DCP)
Each NEO who participates in the DCP, the Company’s nonqualified deferred compensation plan, may elect to defer all or a portion of his or her compensation under the DCP, provided that the minimum deferral must be $5,000 for each form of compensation (base salary and bonus) for the year of deferral. The amounts deferred by each NEO are vested and will be deemed invested in the fund or funds designated by such NEO from among a number of funds selected byoffered under the Committee.DCP. Effective August 1, 2008, theThe DCP was amended to provideprovides for Company contributions on behalf of certain employees hired prior to January 1, 2017 whose benefits under the 401(k) Plan are capped by Internal Revenue Code rules that limit the amount of compensation that can be taken into account when calculating benefits under a qualified plan. Generally, Company contributions to the DCP are calculated by applying the same formula that applies to an employee’s matching and additional employer contributions under the 401(k) Plan to the employee’s compensation in excess of the Internal Revenue Code compensation limit. However, participantsNEOs eligible to receive this benefit are not required to make elective contributions to the DCP to receive an employer contribution under the DCP. CompanyThe same vesting rules that apply under the 401(k) Plan apply to contributions under the DCP, vest 25% after one year of service, 50% after two years of service and 100% after three years of service. Ms. Harker and Mr. Lougee eachexcept that amounts under the DCP become vested upon a change in control. Each NEO who is eligible to participate in this benefit has been credited with Company contributions to the DCP based onand was immediately vested in his or her respective 2014 compensation in excess of the Internal Revenue Code compensation limit. Ms. Harker was 50% vested in her Company contribution when it was made and Mr. Lougee was immediately vested in his Company contribution when it was made. Executives who continue to accrue reduced benefits under the SERP after August 1, 2008, including Ms. Martore, Mr. Dickey and Mr. Williams, do not receive Company contributions under the DCP.
Amounts that a participant elects to defer into the DCP are generally paid at the time and in the form elected by the participant, provided that if the participant terminates employment before attaining age 55 and completing five years of service, benefits are paid in a lump sum amount upon such termination (although for pre-2005 deferrals the Committee may pay such deferrals in five annual installments). The DCP permits participants to receive in-service withdrawals of participant contributions for unforeseeable emergencies and certain other circumstances. Prior to when the deferrals are made, a participant may make a special election as to the time and form of payment for benefits that become payable due to the participant’s death or disability if payments have not already commenced, and deferrals will be paid in accordance with such elections under those circumstances. Company contributions to the DCP are generally paid in the form of a lump sum amount when a participant separates from service. The payment of post-2004 Company and participant DCP contributions is accelerated in the event that the Company undergoes a change in control. TEGNA 2015 Change in Control Severance Plan Gannett Transitional CompensationThe TEGNA 2015 Change in Control Severance Plan (TCP)
The TCP(CIC Severance Plan) provides severance pay for our NEOs and othercertain key executives upon a change in control of the Company. The plan provides paymentsCompany in the event of an involuntary termination without “cause,” a voluntary termination for “good reason” or, in the case of executives participating in the TCP before April 15, 2010 (but not those who first participate in the TCP on or after that date), a voluntary termination within 30 days after the first anniversary of the change in control.
The TCP assuresorder to assure the Company that it wouldwill have the continued dedication of, and the availability of objective advice and counsel from, our NEOs and other key executives notwithstanding the possibility, threat or occurrence of a change in controlcontrol. Mr. Lougee and promotesMs. Fisher participate in the retentionCIC Severance Plan. Ms. Harker and continuity of our NEOsMs. Beall participate in the TEGNA Transitional Compensation Plan (TCP) (discussed below) rather than the CIC Severance Plan. The Board believes it is imperative that the Company and certainthe Board be able to rely upon key executives to continue in their positions and be available for at least one year afteradvice, if requested, in connection with any proposal relating to a change in control.control without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal. Change in control arrangements also facilitate the Company’s ability to attract and retain management as the Company competes for talented employees in a marketplace where such protections are common. See “Change
With those goals in Control” under “Other Potential-Post Employment Payments.” Gannett Leadership Team Transitionmind, the CIC Severance Plan (GLT-TSP)
On August 4, 2014,provides that a participant would be entitled to compensation if the Company adopted the Gannett Leadership Team Transition Severance Plan (GLT-TSP). The plan provides severance paymentsparticipant is terminated prior to members of the Gannett Leadership Team (other than the CEO) in the event of an involuntary termination without “cause”and in connection with the spin-off of the Company’s publishing business (and its affiliated digital platforms) that takes place prior to the first anniversary of the spin-off. The spin-off will not constitute a change in control under the TCP. The GLT-TSP helps promote continuity and minimize disruption for certain senior executives in connection with the potential spin-off. See “Change in Control” under “Other Potential-Post Employment Payments.”
Other Compensation Policies
Change in Control Payments
In connection with a review of its executive compensation practices, on April 15, 2010, the Committee adopted a policy that (i) the Company will no longer include in new or materially amended agreements entered into by the Company with its executive officers (a) excise tax gross-ups with respect to payments contingent upon a change in control or, (b)if within two years from the date of the change in control, the participant’s employment is terminated by the Company other than for “cause,” or by the participant for “good reason”.
The CIC Severance Plan is subject to the Company's Executive Officer Cash Severance Policy ("Cash Severance Policy"), which the Company adopted in October 2023. Under the Cash Severance Policy, the Company will seek shareholder approval over any new employment agreement, severance agreement or separation agreement with an NEO that provides for cash severance benefits payable to such NEO under the CIC Severance Plan in excess of 2.99 times the NEO's base salary plus target bonus, calculated as described above. Following is a summary of several key terms of the CIC Severance Plan, as modified single trigger for payments contingent uponby the Cash Severance Policy: •“change in control” means the first to occur of: (1) the acquisition of 20% or more of the Company’s outstanding shares of common stock or the combined voting power of the Company’s outstanding voting securities; (2) the Company’s incumbent directors ceasing to constitute at least a majority of the Board, except in connection with the election of directors approved by a vote of at least a majority of the directors then comprising the incumbent Board; (3) consummation of a sale of the Company in a merger or similar transaction, or a sale or other disposition of all or substantially all of the Company’s assets; or (4) approval by the Company’s shareholders of the Company’s complete liquidation or dissolution. •“cause” means (1) the participant’s material misappropriation of Company funds or property; (2) the participant’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied within 30 days following notice from the Company; or (3) the participant’s conviction, including a plea of guilty or of nolo contendere, of a securities law violation or a felony. •“good reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) a material diminution of the participant’s duties, authorities or
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responsibilities; (2) a reduction in the participant’s base salary or target bonus opportunity; (3) a failure to provide the participant with an annual long-term incentive opportunity whose grant date value is equivalent to or greater in value than participant’s regular annual long-term incentive opportunity in effect on the date of the change in control; (4) the relocation of the participant’s office from the location at which the participant is principally employed immediately prior to the date of the change in control to a location 35 or more miles farther from the participant’s residence immediately prior to the change in control, or the Company’s requiring the participant to be based anywhere other than the Company’s offices, except for required travel on the Company’s business to an extent substantially consistent with the participant’s business travel obligations prior to the change in control; (5) the failure by the Company to pay any compensation or benefits due to the participant; (6) the failure of the Company to obtain a satisfactory agreement from any successor to assume and (ii)agree to perform the CIC Severance Plan; or (7) any newpurported termination of the participant’s employment that is not effected pursuant to the CIC Severance Plan. •“multiplier” means 2.99 for the Company’s CEO as of the date of the change in control (subject to the terms of the Cash Severance Policy for any future CEO); 2.0 for a participant who on the date of the change in control is a member of the Company’s executive leadership team and reports directly to the Company’s CEO; and 1.0 for other participants. Mr. Lougee’s multiplier is 2.99 and Ms. Fisher's multiplier is 2.0. A NEO entitled to compensation under the CIC Severance Plan would receive: •Payments. Upon a participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date. Additionally, participants are paid a lump sum cash severance payment equal to a “multiplier” that is designated for the participant times the sum of (1) the participant’s annual base salary at the highest rate of salary during the 12-month period immediately prior to the termination date or, if higher, during the 12-month period immediately prior to the change in control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) plan contributions and similar items), and (2) the greater of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs; and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs. •COBRA Benefit. A participant will receive an amount equal to the monthly COBRA cost of the participant’s medical and dental coverage in effect as of the date of termination multiplied by the lesser of (1) 18; or (2) 24 minus the number of full months between the date of the change in control and the date of termination. •Excise Taxes. In the event benefits otherwise would be subject to Section 4999 of the Code, they will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put the applicable participant in a better after-tax position. Benefits are subject to the Gannettparticipant executing a release and agreeing to certain restrictive covenants. TEGNA Transitional Compensation Plan (TCP) on or after April 15, 2010, including Ms. Harker, will not be entitled to the benefit The TCP is a legacy plan that provides severance pay for some of the TCP’s excise tax gross-up or modified single trigger provisions. However, participants in the TCPour NEOs and executive officers who entered into agreements with the Company prior to April 15, 2010, including Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams have been grandfathered into the prior practice and will continue to be entitled to the benefit of the excise tax gross-up and modified single trigger provisions in the TCP and such agreements. In addition, as described above, the Committee has approved a change in its policy relating to vesting of equity awardsother key executives upon a change in control. For 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, a change in control of the Company will only accelerate full vesting of equity 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.
Recoupment Policy
The Company has adopted a recoupment or “clawback” policy that applies to cash-basedCompany. Ms. Harker and equity-based incentive compensation awards granted to the Company’s employees, including the NEOs. Under the policy, to the extent permitted by applicable law and subject to the approval of the Committee, the Company may seek to recoup any incentive based compensation awarded to any employee subject
to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, (2) the fraud or intentional misconduct of an employee subject to the policy contributed to the noncompliance that resultedMs. Beall participate in the obligation to restate, and (3) a lower award of incentive-based compensation would have been made to the covered employee had it been based upon the restated financial results. The policy is in addition to any other remedies the Company may have, including those available under Section 304 of the Sarbanes-Oxley Act of 2002, as amended.
Hedging, Short-Selling and Pledging Policy
The Company has adopted a policy that prohibits the Company’s employees and directors from purchasing financial instruments that are designed to hedge or offset any fluctuationsTCP. Ms. Harker first participated in the market value of the Company’s equity securities they hold, purchasing the Company’s shares on margin and selling any securities of the Company “short.” The policy also prohibits the Company’s directors and executive officers from borrowing against any account in which the Company’s equity securities are held or pledging the Company’s equity securities as collateral for a loan. These prohibitions apply whether or not such equity securities were acquired through the Company’s equity compensation programs.
Tax Considerations
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid to a company’s CEO and its three other most highly compensated executive officers other than the CFO for any fiscal year. However, Section 162(m) exempts qualifying performance-based compensation from the deduction limit if specified requirements are met. The Committee has structured, and intends to continue to structure, performance-based compensation, including Performance Shares and annual bonuses, to executive officers who may be subject to Section 162(m) in a manner that is intended to satisfy those requirements. For example, in February 2013, the Committee established a limit on NEO annual bonuses based on a percentage of the Company’s operating cash flow for the purpose of preserving their deductibility under Section 162(m). However, the Committee reserves the authority to award non-deductible compensation in circumstances as it deems appropriate. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given, notwithstanding our efforts, that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) does in fact do so. For 2014, $2,933,433 of the compensation paid to Ms. Martore, $1,148,884 of the compensation paid to Mr. Dickey, $793,925 of the compensation paid toTCP after April 15, 2010. Mr. Lougee and $490,372 of the compensation paid to Mr. Williams was not deductible under Section 162(m).
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis disclosures included in this Proxy Statement. Based on such review and discussion, on February 24, 2015 the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Form 10-K for its 2014 fiscal year, and the Board has approved that recommendation.
Executive Compensation Committee
Howard D. Elias, Chair
Marjorie Magner
Scott K. McCune
SUMMARY COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position
| | Year
| | Salary
($)(2)
| | | Bonus
($)(3)
| | | Stock
Awards
($)(4)
| | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(1)(5)
| | | All Other
Compensation
($)(6)
| | | Total
($)
| | Gracia C. Martore (President and CEO) | | 2014 | | | 1,000,000 | | | | 2,750,000 | | | | 3,999,983 | | | | 4,541,323 | | | | 116,032 | | | | 12,407,338 | | | | 2013 | | | 900,000 | | | | 2,000,000 | | | | 3,199,993 | | | | 1,678,497 | | | | 134,966 | | | | 7,913,456 | | | | 2012 | | | 882,692 | | | | 1,600,000 | | | | 2,929,316 | | | | 2,924,307 | | | | 117,283 | | | | 8,453,598 | | | | | | | | | | Victoria D. Harker | | 2014 | | | 655,000 | | | | 750,000 | | | | 1,275,018 | | | | 0 | | | | 66,759 | | | | 2,746,777 | | (Chief Financial | | 2013 | | | 635,000 | | | | 710,000 | | | | 1,250,002 | | | | 0 | | | | 47,207 | | | | 2,642,209 | | Officer) | | 2012 | | | 274,840 | | | | 200,000 | | | | 1,013,748 | | | | 0 | | | | 14,671 | | | | 1,503,259 | | | | | | | | | | Robert J. Dickey (President/USCP) | | 2014 | | | 675,000 | | | | 750,000 | | | | 1,299,989 | | | | 1,164,316 | | | | 109,022 | | | | 3,998,327 | | | | 2013 | | | 675,000 | | | | 600,000 | | | | 1,374,995 | | | | 0 | | | | 109,115 | | | | 2,759,110 | | | | 2012 | | | 612,981 | | | | 650,000 | | | | 1,208,769 | | | | 1,189,139 | | | | 125,612 | | | | 3,786,501 | | | | | | | | | | David T. Lougee (President/ Broadcasting) | | 2014 | | | 650,025 | | | | 675,000 | | | | 1,000,027 | | | | 2,441 | | | | 160,187 | | | | 2,487,680 | | | | 2013 | | | 600,023 | | | | 725,000 | | | | 950,009 | | | | 3,826 | | | | 143,944 | | | | 2,422,802 | | | | 2012 | | | 517,020 | | | | 575,000 | | | | 846,146 | | | | 5,075 | | | | 131,030 | | | | 2,074,271 | | | | | | | | | | John A. (Jack) Williams | | 2014 | | | 540,000 | | | | 575,000 | | | | 765,029 | | | | 929,683 | | | | 103,687 | | | | 2,913,399 | | (President/Gannett Digital Ventures) | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The amounts reported in this column for change in pension value for 2014 are significantly higher than the amounts reported for 2013. A significant portion of the 2014 increase relates to a significant decrease in the annual discount rate (reflecting a year over year decrease in the yields of high quality, fixed income investments as of the end of the fiscal year) required to be used to calculate pension values for proxy reporting purposes (from 4.70% in 2013 to 3.95% in 2014). See footnote 5 below for more detail. |
(2) | Ms. Martore voluntarily reduced her base salary from $1,000,000 to $900,000 in 2013 and from $950,000 to $900,000 from 2010 through 2012. The amounts reported in this column for 2012 reflect a reduction of salary as a result of the Company’s furlough and salary reduction program in the equivalent amount of one week’s salary (about 2%) for each of Ms. Martore and Mr. Dickey. The amounts in this column for 2012 also reflect Ms. Harker’s July 2012 start date. Mr. Lougee’s base salary was reduced from $550,000 to $517,000 beginning in July 2009 and continuing through 2012 as a result of the Broadcast division’s salary reduction program. |
(3) | See the “Compensation Discussion and Analysis” section for a discussion of how the bonus amounts were determined. The amount reported in this column for Ms. Harker in 2012 reflects a prorated bonus based on her July 2012 start date. |
(4) | Amounts in this column represent the aggregate grant date fair value of Performance Share and RSU awards computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) based on the assumptions set forth in note 10 to the Company’s 2014 audited financial statements. These are not amounts paid to or realized by the NEO. There can be no assurance that the ASC 718 amounts shown in this column will ever be realized by an executive officer. The value of grants of Performance Shares reflected above have been calculated assuming the target level of performance is met, which we consider to be the most probable outcome. Assuming grants of Performance Shares were calculated assuming the maximum level of performance was met, the amounts shown in this column for Ms. Martore would be: 2014: $6,999,968; 2013: $5,599,987; and 2012: $5,179,309; for Ms. Harker: 2014: $2,103,785; 2013: $2,062,508; and 2012: $1,728,747; for Mr. Dickey: 2014: $2,144,986; 2013: $2,268,746; and 2012: 2,021,262; for Mr. Lougee: 2014: $1,650,042; 2013: $1,567,512; and 2012: 1,414,900; and for Mr. Williams: 2014: $1,262,297. |
(5) | Amounts in this column represent the aggregate increase, if any, of the accumulated benefit liability relating to the NEO under the GRP and the SERP in the applicable fiscal year. Amounts are calculated by comparing values as of the pension plan measurement date used for the Company’s financial statements for the applicable fiscal years. This includes the value of any additional service accrued, the impact of any compensation increases received, the impact of any plan amendments made during the period, and growth attributable to interest, if applicable. The Company uses the same assumptions it uses for financial reporting under generally accepted accounting principles with the exception of retirement age, pre-retirement mortality and probability of terminating employment prior to retirement. The assumed retirement age for the above values is the earliest age at which an executive could retire without any benefit reduction due to age. The above values are calculated assuming each NEO survives to the assumed retirement age. To the extent the assumptions used for reporting changed from the prior year to the current year, the impact is reflected in the above values. For example, during 2013, the accounting discount rates for GRP and SERP reporting increased, which negatively impacted pension values, while in 2014, the accounting discount rates for GRP and SERP reporting decreased, which positively impacted pension values. The 2013 amount shown for Mr. Dickey does not reflect the year over year decrease in the aggregate value of his pension of $25,584. The amounts shown for Ms. Harker reflect the fact that she does not participate in the GRP or the SERP. |
(6) | Amounts for 2014 reported in this column include (i) annual life insurance premiums paid by the Company for Ms. Martore in the amount of $38,000, for Mr. Dickey in the amount of $43,880, for Mr. Lougee in the amount of $32,521, and for Mr. Williams in the amount of $47,675; (ii) matching contributions of $7,800 to the 401(k) accounts of Ms. Martore, Mr. Dickey and Mr. Williams and matching contributions of $13,000 to each of the respective 401(k) accounts of Ms. Harker and Mr. Lougee; (iii) Company contributions into the DCP accounts of Ms. Harker and Mr. Lougee in the amounts of $51,500 and $49,501, respectively (for an explanation of these payments, see discussion of the Deferred Compensation Plan beginning on page 45); (iv) premiums paid by the Company for supplemental medical coverage for each NEO other than Ms. Harker; (v) other than for Ms. Harker, a Company-provided automobile (beginning in 2012, the Company no longer provides this benefit to new senior executives), (vi) occasional personal use of Company aircraft; (vii) legal and financial services; (viii) Gannett Foundation grants to eligible charities recommended by each NEO of up to $15,000 annually (beginning in 2013, the Company no longer provides this benefit to new senior executives), and (ix) premiums paid by the Company for travel accident insurance. The NEOs also occasionally receive tickets to sporting events for personal use if the tickets are not needed for business use, for which the Company does not incur incremental costs. |
GRANTS OF PLAN-BASED AWARDS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
| | Grant
Date
(1)
| | | Committee
Meeting
Date
| | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
| | | All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(3)
| | | Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(4)
| | | | | | Threshold
(#)
| | | Target
(#)
| | | Maximum
(#)
| | | | Ms. Martore | | | 1/1/14 | | | | 12/9/13 | | | | 42,616 | | | | 80,407 | | | | 160,814 | | | | | | | | 2,999,985 | | | | | | 1/1/14 | | | | 12/9/13 | | | | | | | | | | | | | | | | 37,750 | | | | 999,998 | | | | | | | | | | Ms. Harker | | | 1/1/14 | | | | 12/9/13 | | | | 11,773 | | | | 22,213 | | | | 44,426 | | | | | | | | 828,767 | | | | | | 1/1/14 | | | | 12/9/13 | | | | | | | | | | | | | | | | 16,846 | | | | 446,251 | | | | | | | | | | Mr. Dickey | | | 1/1/14 | | | | 12/9/13 | | | | 12,003 | | | | 22,648 | | | | 45,296 | | | | | | | | 844,997 | | | | | | 1/1/14 | | | | 12/9/13 | | | | | | | | | | | | | | | | 17,176 | | | | 454,992 | | | | | | | | | | Mr. Lougee | | | 1/1/14 | | | | 12/9/13 | | | | 9,234 | | | | 17,422 | | | | 34,844 | | | | | | | | 650,015 | | | | | | 1/1/14 | | | | 12/9/13 | | | | | | | | | | | | | | | | 13,213 | | | | 350,012 | | | | | | | | | | Mr. Williams | | | 1/1/14 | | | | 12/9/13 | | | | 7,064 | | | | 13,328 | | | | 26,656 | | | | | | | | 497,268 | | | | | | 1/1/14 | | | | 12/9/13 | | | | | | | | | | | | | | | | 10,108 | | | | 267,761 | |
(1) | See the “Compensation Discussion and Analysis” section for a discussion of the timing of various pay decisions. |
(2) | These share numbers represent the threshold, target and maximum Performance Share awards under the Performance Share Plan for the 2014-2016 Incentive Period. The threshold award is 53% of the target Performance Share award, and the maximum award is 200% of the target Performance Share award. |
(3) | The RSU grants under the 2010 Plan reported in this column generally vest in full on the fourth anniversary of the grant date, at which time each NEO will receive an equivalent number of shares of Company stock. |
(4) | The full grant date fair value was computed in accordance with ASC 718, based on the assumptions set forth in note 10 to the Company’s 2014 audited financial statements. There can be no assurance that the ASC 718 amounts shown in the table will ever be realized by an executive officer. Amounts shown for grants of Performance Shares have been calculated assuming the target level of performance is met. |
ADDITIONAL INFORMATION REGARDING THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS TABLE
Ms. Martore In February 2007, the Company entered into an employment contract with Ms. Martore. The contract provides for a rolling three-year term until such time as either Ms. Martore or the Company provides notice of non-extension, in which case the term of the contract would expire on December 31 of the second year following the effective time of the notice. During her employment, Ms. Martore will receive an annual base salary of $700,000 or such greater amount as the Committee determines, and an annual bonus at the discretion of the Committee. Ms. Martore’s current base salary is $1 million; however, she voluntarily reduced it to $900,000 from 2010 through 2013. Ms. Martore declined a salary increase in connection with her promotion to President and COO in February 2010 and again when she
was promoted to President and CEO in October 2011. Her benefits under her employment agreement, the SERP, the TCP, the Performance Share Plan and certain other plans have been calculated assuming that she did not voluntarily reduce her base salary. All stock options (“SOs”) and RSUs granted to Ms. Martore will vest fully within four years from the grant date, will vest immediately upon termination of employment (other than by the Company for “good cause”) and, in the case of SOs, upon any such termination, will remain exercisable for the lesser of the remaining term or three years. Ms. Martore will not forfeit Performance Shares previously granted to her upon a termination of her employment. The number of Performance Shares that will be paid to Ms. Martore will be calculated in accordance with the terms of the Performance Share Plan, assuming that Ms. Martore was continuously employed by the Company through the last day of each of the applicable Performance Share Incentive Periods. See also the “Other Potential Post-Employment Payments” section for more information about Ms. Martore’s post-employment benefits.
Ms. Harker
In June 2012, Ms. Harker was appointed the Company’s Chief Financial Officer and entered into a termination benefits agreement with the Company, effective July 23, 2012. In connection with her appointment, Ms. Harker was granted RSUs and Performance Shares with an aggregate grant date value of $1.1 million. Each of these grants was subject to the Company’s standard vesting schedule, except that these initial stock grants (but not future grants) will immediately vest in full if the Company terminates Ms. Harker’s employment without “good cause” as defined in her termination benefits agreement. See also the “Other Potential Post-Employment Payments” section for more information about Ms. Harker’s post-employment benefits.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards
| | | Stock Awards
| | Name
| | Number of
securities
underlying
unexer-
cised
Options
(#) Exerci-
sable
| | | Number of
securities
underlying
unexercised
Options (#)
Unexer-
cisable
| | | Option
Exer-
cise
Price
($)
| | | Option
Expiration
Date
| | | Number
of
Shares
or Units
of Stock
That
Have Not
Vested
(#)
| | | Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)
| | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
| | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Shares,
Units
or Other
Rights
That
Have Not
Vested
($)
| | | Ms. Martore | | | 63,000 | | | | | | | | 61.26 | | | | 2/27/2015 | | | | | | | | | | | | | | | | | | | | | | 62,000 | | | | | | | | 31.75 | | | | 2/26/2016 | | | | | | | | | | | | | | | | | | | | | | 100,000 | | | | | | | | 15.08 | | | | 12/11/2017 | | | | | | | | | | | | | | | | | | | | | | 300,000 | | | | | | | | 15.00 | | | | 2/23/2018 | | | | | | | | | | | | | | | | | | | | | | 138,000 | | | | 46,000 | (1) | | | 16.23 | | | | 2/22/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 56,096 | (2) | | | 1,781,609 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,872 | (3) | | | 1,710,975 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,750 | (4) | | | 1,198,940 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 119,284 | (5) | | | 3,788,460 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 80,407 | (6) | | | 2,553,726 | | Ms. Harker | | | | | | | | | | | | | | | | | | | 27,383 | (2) | | | 869,684 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,461 | (3) | | | 935,681 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,846 | (4) | | | 535,029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,383 | (5) | | | 1,282,564 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,213 | (6) | | | 705,485 | | | | | | | | | | | | Mr. Dickey | | | 20,000 | | | | | | | | 61.26 | | | | 2/27/2015 | | | | | | | | | | | | | | | | | | | | | | 18,000 | | | | | | | | 29.98 | | | | 12/7/2015 | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | | | | 31.75 | | | | 2/26/2016 | | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | | | | 15.00 | | | | 2/23/2018 | | | | | | | | | | | | | | | | | | | | | | 78,750 | | | | 26,250 | (1) | | | 16.23 | | | | 2/22/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,723 | (2) | | | 1,039,282 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,407 | (3) | | | 1,029,246 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,176 | (4) | | | 545,510 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,421 | (5) | | | 1,410,811 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,648 | (6) | | | 719,300 | | | | | | | | | | | | Mr. Lougee | | | 25,000 | | | | | | | | 31.75 | | | | 2/26/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 17,250 | (1) | | | 16.23 | | | | 2/22/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,906 | (2) | | | 727,495 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,391 | (3) | | | 711,138 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,213 | (4) | | | 419,645 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,691 | (5) | | | 974,746 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,422 | (6) | | | 553,323 | | | | | | | | | | | | Mr. Williams | | | 18,500 | | | | | | | | 61.26 | | | | 2/27/2015 | | | | | | | | | | | | | | | | | | | | | | 16,500 | | | | | | | | 31.75 | | | | 2/26/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 13,500 | | | | 16.23 | | | | 2/22/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,979 | (2) | | | 602,773 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,710 | (3) | | | 530,710 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,108 | (4) | | | 321,030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,905 | (5) | | | 727,463 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,328 | (6) | | | 423,297 | |
(1) | The unvested portion of these SOs vested on February 23, 2015. |
(2) | These RSUs will vest on December 31, 2015. The value of these RSUs is based on the product of the number of RSUs multiplied by $31.76, the closing price of a share of Company stock on December 26, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
(3) | These RSUs will vest on December 31, 2016. The value of these RSUs is based on the product of the number of RSUs multiplied by $31.76, the closing price of a share of Company stock on December 26, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
(4) | These RSUs will vest on December 31, 2017. The value of these RSUs is based on the product of the number of RSUs multiplied by $31.76, the closing price of a share of Company stock on December 26, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
(5) | These share numbers represent the target Performance Share awards under the Performance Share Plan for the 2013-2015 Incentive Period. If the performance conditions are met, these Performance Shares are eligible to vest on December 31, 2015. The value of these Performance Shares is estimated assuming the target number of Performance Shares is earned and multiplying the target number of Performance Shares by $31.76, the closing price of a share of Company stock on December 26, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
(6) | These share numbers represent the target Performance Share awards under the Performance Share Plan for the 2014-2016 Incentive Period. If the performance conditions are met, these Performance Shares are eligible to vest on December 31, 2016. The value of these Performance Shares is estimated assuming the target number of Performance Shares is earned and multiplying the target number of Performance Shares by $31.76, the closing price of a share of Company stock on December 26, 2014. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
OPTION EXERCISES AND STOCK VESTED
| | | | | | | | | | | | | | | | | | | | Option Awards
| | | Stock Awards
| | Name
| | Number of
Shares
Acquired on
Exercise (#)
| | | Value
Realized
on Exercise ($)
| | | Number of
Shares
Acquired on
Vesting (#)
(1)
| | | Value
Realized
on Vesting ($)
(2)
| | Gracia C. Martore | | | 50,000 | | | | 1,292,640 | | | | 317,868 | | | | 10,398,380 | | Victoria D. Harker | | | 0 | | | | 0 | | | | 61,929 | | | | 2,045,515 | | Robert J. Dickey | | | 80,000 | | | | 1,156,880 | | | | 127,285 | | | | 4,153,824 | | David T. Lougee | | | 37,250 | | | | 514,075 | | | | 92,600 | | | | 3,019,378 | | John A. (Jack) Williams | | | 125,500 | | | | 1,617,390 | | | | 77,726 | | | | 2,533,690 | |
(1) | These share amounts include RSUs that vested in their entirety on December 10, 2014, the fourth anniversary of their December 10, 2010 grant date and Performance Shares that vested based on the results of the 2012-2014 Incentive Period, which ended December 31, 2014. |
(2) | These amounts equal the product of the number of vested RSU shares multiplied by $31.91, the closing price of a share of Company stock on December 10, 2014, the vesting date, plus the product of the number of Performance Shares earned for the 2012-2014 Incentive Period, which ended December 31, 2014, multiplied by $33.03, the closing price of a share of Company stock on February 4, 2015, the payout date for the 2012-2014 Incentive Period. |
PENSION BENEFITS
The table below shows the actuarial present value as of December 28, 2014 of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each, under each of the Gannett Retirement Plan, or GRP, and the Gannett Supplemental Retirement Plan, or SERP, in each case determined using assumptions consistent with those used in the Company’s financial statements, except with respect to pre-retirement mortality, probability of turnover prior to retirement and retirement age. The table below reflects an assumed retirement age of 65 for Ms. Martore, Mr. Dickey and Mr. Williams (with the pension amount taking into account only pay and service earned through December 28, 2014) and an immediate retirement for Mr. Lougee under the SERP, and an immediate retirement for all NEOs who participate with respect to the GRP. These reflect payment at the earliest point in time at which benefits are available without any reduction for age. Information regarding the GRP and SERP can be found in the “Compensation Discussion and Analysis” section under the heading “Post-Termination Pay.” Ms. Harker does notFisher participate in the GRP orCIC Severance Plan rather than the SERP.TCP.
| | | | | | | | | | | | | | | Name
| | Plan
Name
| | Number
of years
credited
service (#)
| | | Present
Value of
Accumulated
Benefit ($)
| | | Payments
During
Last Fiscal
Year ($)
| | Ms. Martore | | GRP | | | 23.25 | (1) | | | 558,620 | | | | 0 | | | | | SERP | | | 29.67 | | | | 15,997,276 | | | | 0 | | | | | | | Mr. Dickey | | GRP | | | 18.75 | (1) | | | 297,670 | | | | 0 | | | | | SERP | | | 25.17 | | | | 4,744,152 | | | | 0 | | | | | | | Mr. Lougee | | GRP | | | 6.58 | | | | 75,996 | | | | 0 | | | | | SERP | | | 6.58 | | | | 71,688 | | | | 0 | | | | | | | Mr. Williams | | GRP | | | 13.25 | (1) | | | 223,970 | | | | 0 | | | | | SERP | | | 19.67 | | | | 3,813,724 | | | | 0 | |
(1) | Ms. Martore, Mr. Dickey and Mr. Williams have fewer years of credited service underOn December 8, 2015, the GRP than under the SERP. As discussed in the description of the GRP beginning on page 43, participants in
|
| the GRP ceased accruing credit for additional years of service after the GRP was frozen on August 1, 2008. Ms. Martore, Mr. Dickey and Mr. Williams continue to accrue benefits under the SERP at a reduced rate (as described in the discussion of the SERP found in the “Compensation Discussion and Analysis” section of this Proxy Statement) based on actual years of service. The Company does not generally provide additional pension service credit to any executive for years not actually worked.
|
NON-QUALIFIED DEFERRED COMPENSATION
The Gannett Deferred Compensation Plan, or DCP, is a non-qualified plan that allows Company, executivesconsistent with its practice of updating its plans and programs from time to defer all or a portiontime in light of their compensation. Participant contributions that are not treated as if investedevolving market trends, froze participation in the Company’s stock are generally distributed in cash,TCP and, amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. Effective August 1, 2008, the DCP also provideseffective December 15, 2016, additional service credit accruals for Company contributions for certainexisting participants. Information regarding the DCP can be found in the “Compensation Discussion and Analysis” section under the heading “Post-Termination Pay.”
| | | | | | | | | | | | | | | | | | | | | Name
| | Executive
Contributions
in Last FY
($)
| | | Registrant
Contributions
in Last FY
($)(1)
| | | Aggregate
earnings
in
Last FY
($)
| | | Aggregate
withdrawals/
distributions in
Last FY
($)
| | | Aggregate
balance at
Last
FYE
($)
| | Ms. Martore | | | 0 | | | | 0 | | | | 129,309 | | | | 14,800 | | | | 2,820,348 | | | | | | | | Ms. Harker | | �� | 0 | | | | 51,500 | | | | 6,453 | | | | 0 | | | | 86,953 | | | | | | | | Mr. Dickey | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | Mr. Lougee | | | 0 | | | | 49,501 | | | | 38,511 | | | | 0 | | | | 382,002 | | | | | | | | Mr. Williams | | | 0 | | | | 0 | | | | 54,390 | | | | 0 | | | | 957,882 | |
(1) | The Company makes contributions to the DCP on behalf of Ms. Harker and Mr. Lougee in an amount equal to 5% of their respective cash compensation that exceeds the Internal Revenue Code limits on the amount of compensation that can be taken into account when calculating benefits under a qualified plan. These Company contributions are initially treated as invested in Company stock (although participants can reallocate the contributions to other designated investment options) and are distributed in cash. The amounts shown in this column reflect the Company contributions made in February 2015 for services provided by Ms. Harker and Mr. Lougee in 2014. |
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
The Company’s employee benefit programs provide the NEOs with post-termination benefits in a variety of circumstances. The amount of compensation payable may vary depending on the nature of the termination, whether as a result of retirement/voluntary termination, involuntary not-for-cause termination, termination following a change in control or termination in the event of disability or death of the executive. The discussion below describes the varying amounts payable to each NEO in each of these situations. It assumes, in each case, that the officer’s termination was effective as of December 28, 2014. In presenting this disclosure, we describe amounts earned through December 28, 2014, taking into account, where applicable, bonuses paid in 2015 but earned as a result of 2014 performance, and, in those cases where the actual amounts to be paid out can only be determined at the time of such executive’s separation fromTCP assures the Company our estimates of the amounts which would have been paid out to the executives upon their termination hadthat it occurred on December 28, 2014. Some payments would be automatically delayed or modified if required under Section 409A of the Internal Revenue Code. In addition, receipt of severance benefits generally would be conditioned on the executive signing a separation agreement that includes a release of claims in favor of the Company and its respective affiliates, and agreement to adhere to customary post-employment restrictive covenants. Retirement/Voluntary Termination
In the case of a NEO’s retirement or voluntary termination, the Company would provide the executive withpost-retirement or post-termination benefits that currently include the following:
| • | | Pension. The vested portions of the executive’s GRP and SERP benefits are payable at the date of termination, in the case of the GRP, and at the later of the termination date or the date the executive reaches age 55, in the case of the SERP.
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| • | | RSUs and SOs. Executives who retire at or after age 65 or who voluntarily terminate employment after attaining age 55 and completing five years of service are generally entitled to receive a prorated portion of their RSU grants, based on the number of full months worked during the term of the grants. The SOs of executives who retire at or after age 65 or who voluntarily terminate employment after attaining age 55 and completing five years of service continue to vest and generally remain exercisable for the lesser of the remaining term or three years. The employment contract with Ms. Martore provides that, upon her termination of employment other than for “good cause” (as defined below under “Other Potential Post-Termination Payments to Ms. Martore under her Employment Contract”), all SOs and RSUs granted to her would become fully vested on the date of termination and, in the case of SOs, would remain exercisable for the lesser of the remaining term of the SOs or three years. Executives who voluntarily terminate employment prior to age 65 and who have not attained age 55 and completed five years of service will forfeit all unvested RSUs and SOs (except for terminations due to death or disability as discussed below).
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| • | | Performance Shares. Executives who retire at or after age 65 or who voluntarily terminate employment after attaining age 55 and completing five years of service are generally entitled to receive following the expiration of each applicable Incentive Period the number of Performance Shares the executive would have received had the executive continued employment with the Company through the end of such Incentive Period, prorated for the number of full months the executive worked during such Incentive Period. In the case of Ms. Martore’s retirement or voluntary termination of employment, Ms. Martore would be entitled to receive all of the Performance Shares she would have received had she continued employment with the Company through the end of each applicable Incentive Period. Executives who voluntarily terminate employment prior to age 65 and who have not attained age 55 and completed five years of service will forfeit their right to receive all Performance Shares for which the Incentive Period has not ended on the date of such termination (except for terminations due to death or disability as discussed below).
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Potential Payment Obligation Upon Retirement/Voluntary Termination
| | | | | | | | | | | | | | | | | | | | | | | | Ms. Martore
($)
| | | Ms. Harker
($)
| | | Mr. Dickey
($)
| | | Mr. Lougee
($)
| | | Mr. Williams
($)
| | Pension | | | 17,226,992 | | | | 0 | (3) | | | 5,378,196 | | | | 147,684 | | | | 3,967,782 | | Stock Options | | | 9,554,140 | | | | 0 | | | | 1,925,628 | (4) | | | 250 | (4) | | | 165 | (4) | Restricted Stock Units | | | 4,691,524 | | | | 0 | | | | 1,430,438 | | | | 1,006,061 | | | | 797,685 | | Performance Shares | | | 6,342,186 | (5) | | | 0 | | | | 1,180,307 | (5) | | | 834,272 | (5) | | | 626,074 | (5) | TOTAL(1)(2) | | | 37,814,842 | | | | 0 | | | | 9,914,569 | | | | 1,988,267 | | | | 5,391,706 | |
(1) | In addition to the amounts reported in this table, our NEOs receive certain post-retirement benefits and perquisites. Ms. Martore owns a universal life insurance policy with a face amount equal to the sum of two times her base salary and last bonus (in each case, at the time of underwriting) plus $200,000, with annual increases based upon Ms. Martore’s level of compensation for a given year (which increases are capped at 10% per year) up to the maximum benefit approved at the time of underwriting. The face amount of Ms. Martore’s policy will reduce 10% each year upon retirement, to a minimum of $350,000. The Company will pay the policy premium in full by the time Ms. Martore reaches age 65. Until the policy premiums are paid in full, the expected annual cost to the Company
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| of this premium ranges from $10,000-$50,000 per year but is subject to variance pursuant to customary insurance underwriting procedures. The NEOs receive the following post-retirement benefits and perquisites if they terminate employment after attaining at least 55 years of age and completing at least five years of service: (i) legal and financial counseling services on the same basis as available to an active executive at the time his or her employment terminates, until April 15 of the year of retirement or the year following retirement; (ii) other than Ms. Harker, the ability to purchase the Company-owned car provided to the executive at the time of termination at fair market value; (iii) other than Ms. Harker, supplemental medical insurance coverage for the executive and his or her family; and (iv) generally permitted to recommend Gannett Foundation grants to eligible charities up to $15,000 annually for a period of five years after retirement. As of December 28, 2014, Ms. Harker has not satisfied the age and service requirements to receive these benefits, and Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams have the right to receive these benefits. If the executive is asked to represent the Company at a function or event, the executive is provided travel accident insurance. During the first year, we estimate the expected incremental cost to the Company for these post-retirement benefits would be approximately $50,000 for each NEO who is eligible to receive them. Thereafter, we estimate the expected annual incremental cost to the Company would be approximately $25,000 for each NEO who is eligible to receive them. The Company reserves the right, in its sole discretion, to amend or terminate the life insurance benefit and the post-retirement perquisites from time to time, provided that any changes with respect to the benefits provided to one executive shall also apply to similarly situated executives.
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(2) | NEOs (other than Ms. Martore, who participates in a similar program) may participate in the Company’s Key Executive Life Insurance Program (KELIP). Mr. Dickey, Mr. Lougee and Mr. Williams participate in the KELIP and Ms. Harker has chosen not to begin the underwriting process. Under the KELIP, the Company will pay premiums (or make cash payments in lieu of premiums) on individual life insurance policies to be owned by the executives, which premiums are expected to range between approximately $30,000—$50,000 per participant in 2015. Subject to the terms of his or her participation agreement, the participant’s right to receive future annual premium payments may become vested if the participant’s employment terminates after attaining both five years of service with the Company and age 55. As of December 28, 2014, Mr. Dickey, Mr. Lougee and Mr. Williams have the right to receive these benefits. |
(3) | The amount shown for Ms. Harker reflects the fact that she does not participate in the GRP or the SERP. |
(4) | The amounts shown for Mr. Dickey, Mr. Lougee and Mr. Williams represent the aggregate value of vested SOs held by each of them as of the last day of the Company’s 2014 fiscal year. Vesting of the unvested SOs held by these executives will not be accelerated in the event of their retirement or voluntary termination. |
(5) | The amounts shown represent the value of Performance Shares for the 2013-2015 and 2014-2016 Incentive Periods, in each case assuming payout at 100% of the target amount and a per share stock value of $31.76, the closing price of a share of Company stock on December 26, 2014. The value of the actual payout will depend upon the Company’s TSR relative to its TSR Peer Group Companies at the end of each of the last four quarters of the applicable Incentive Period and the price of a share of Company stock on the payout date. The payout date will not occur until after the end of the applicable Incentive Period. |
Death
If the employment of a NEO is terminated as a result of the executive’s death, then each executive’s estate would be entitled to the following benefits:
| • | | Pension. The spouse of an executive whose employment is terminated as a result of death would be entitled to receive the vested portions of the executive’s GRP and SERP benefits. The executive’s vested benefit under the GRP would be payable to an eligible spouse at the date of death. The executive’s vested benefit under the SERP would be payable to an eligible spouse at the later of the date of death or the date the executive would have attained age 55.
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| • | | RSUs and SOs. The executive’s estate generally would be entitled to receive a prorated portion of the executive’s RSU grants, based on the number of full months worked during the term of the grants. Except as set forth in the footnotes to the table below, the vesting of SOs does not accelerate upon death but rather SOs continue to vest and remain exercisable by the executive’s estate for the lesser of the remaining term or three years.
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| • | | Performance Shares. In the event of an executive’s death, the executive’s estate generally would receive following the expiration of each applicable Incentive Period the number of Performance Shares the executive would have received had the executive continued employment with the Company through the end of such Incentive Period, prorated for the number of full months the executive worked during such Incentive Period. In the case of Ms. Martore’s death, Ms. Martore’s estate would receive all of the Performance Shares she would have received had she continued employment with the Company through the end of each applicable Incentive Period.
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| • | | Life insurance. Death benefits are payable under individual policies maintained by the Company and owned by Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams in the amounts shown in the table below. Ms. Harker continues to participate in the Company’s group life insurance program applicable to all employees (which provides for a benefit of one times base salary and last annual bonus).
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Potential Payment Obligation Upon Death
| | | | | | | | | | | | | | | | | | | | | | | | Ms. Martore
($)
| | | Ms. Harker
($)
| | | Mr. Dickey
($)
| | | Mr. Lougee
($)
| | | Mr. Williams
($)
| | Pension | | | 17,226,992 | | | | 0 | (4) | | | 5,378,196 | | | | 147,684 | | | | 3,967,782 | | Stock Options | | | 9,554,140 | (1) | | | 0 | | | | 1,925,628 | (5) | | | 250 | (5) | | | 165 | (5) | Restricted Stock Units | | | 4,691,524 | (1) | | | 1,253,821 | | | | 1,430,438 | | | | 1,006,061 | | | | 797,685 | | Performance Shares(6) | | | 6,342,186 | (1) | | | 1,090,204 | | | | 1,180,307 | | | | 834,272 | | | | 626,074 | | Life Insurance | | | 4,395,082 | | | | 1,250,000 | | | | 3,826,598 | | | | 3,062,792 | | | | 1,999,782 | | Additional Death Benefit | | | 7,500,000 | (2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | TOTAL(3) | | | 49,709,924 | | | | 3,594,025 | | | | 13,741,167 | | | | 5,051,059 | | | | 7,391,488 | |
(1) | Upon a termination of employment as a result of death, the estate of Ms. Martore would be entitled to the same value of accelerated vesting of SOs and RSUs, and the same value of Performance Shares, as described in the Retirement/Voluntary Termination disclosure section. |
(2) | Pursuant to her employment contract, upon a termination of employment as a result of death, the estate of Ms. Martore would be entitled to a lump sum cash payment in an amount equal to two times the sum of (a) her base salary as of the date of death (but no less than the minimum contractually provided base salary for Ms. Martore) and (b) the greater of (i) her most recent annual bonus as of the date of death, or (ii) the average of her three most recent annual bonuses as of the date of death. |
(3) | In addition to the amounts reported in this table, the Company would continue to provide supplemental medical insurance coverage for the eligible dependents of Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams in addition to the regular post-retirement medical insurance coverage available to them on the same terms as provided to Company retirees generally, for the duration of the life of the eligible dependents. We estimate annual incremental costs to the Company for this benefit of approximately $10,000 for each of Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams. Ms. Harker is not eligible to receive this benefit. |
(4) | The amount shown for Ms. Harker reflects the fact that she does not participate in the GRP or the SERP. |
(5) | The amounts shown for Mr. Dickey, Mr. Lougee and Mr. Williams represent the aggregate value of vested SOs held by each of them as of the last day of our 2014 fiscal year. Vesting of the unvested SOs held by these executives will not be accelerated in the event of their death. |
(6) | The amounts shown in this row represent the value of Performance Shares for the 2013-2015 and 2014-2016 Incentive Periods, in each case assuming payout at 100% of the target amount and a per
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| share stock value of $31.76, the closing price of a share of Company stock on December 26, 2014. The value of the actual payout will depend upon the Company’s TSR relative to its TSR Peer Group Companies at the end of each of the last four quarters of the applicable Incentive Period and the price of a share of Company stock on the payout date. The payout date will not occur until after the end of the applicable Incentive Period.
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Disability
If the employment of a NEO is terminated upon the executive’s disability, then the executive would be entitled to the following post-termination benefits:
| • | | Pension. Executives terminated due to disability are entitled to receive the vested portions of their GRP and SERP benefits. The payment under the Company’s SERP of the executive’s vested benefit would be made upon termination of employment, but not prior to age 55. The GRP benefit and the SERP benefit for each of Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams would be payable at the same time and have the same value as described in the Retirement/Voluntary Termination disclosure section.
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| • | | RSUs and SOs. Executives are generally entitled to receive a prorated portion of their RSU grants, based on the number of full months worked during the term of the grants. Except as set forth in the footnotes to the table below, the vesting of SOs does not accelerate upon disability but rather SOs continue to vest and remain exercisable for the lesser of the remaining term or three years.
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| • | | Performance Shares. In the event of an executive’s termination due to a disability, the executive generally would receive following the expiration of each applicable Incentive Period the number of Performance Shares the executive would have received had the executive continued employment with the Company through the end of such Incentive Period, prorated for the number of full months the executive worked during such Incentive Period. In the case of Ms. Martore’s termination due to a disability, Ms. Martore would receive all of the Performance Shares Ms. Martore would have received had she continued employment with the Company through the end of each applicable Incentive Period.
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| • | | Disability Benefits. Ms. Martore is entitled to disability benefits under her employment contract in the event that the Company terminates her employment due to a disability that the Company’s Board of Directors determines has incapacitated her or can reasonably be expected to incapacitate her from performing her duties for six months, but does not qualify her to be entitled to receive disability benefits under the Company’s disability plans applicable to all employees at the time of her termination. Under such circumstances, Ms. Martore is entitled to a disability benefit equal to the benefit she would have been entitled to receive under the Company’s disability plans applicable to all employees if she had qualified for such benefits. This benefit is subject to certain conditions, limitations and offsets, including an offset for any benefit Ms. Martore becomes eligible to receive under the Company’s disability plans applicable to all employees. In the event that Ms. Harker, Mr. Dickey, Mr. Lougee or Mr. Williams become disabled they would be entitled to receive disability benefits under the Company’s disability plans applicable to all employees, but only if their condition qualifies them for such benefits. For the first six months of disability, disability benefits are paid at either 100% or 60% of the executive’spre-disability compensation depending on the length of the executive’s service. After six months, disability benefits are paid at 60% or 50% of the executive’s pre-disability compensation, depending on whether the executive elects to pay for additional coverage. Disability benefits are subject to certain conditions, limitations and offsets, and generally continue for the duration of the disability, but not beyond age 65. For those who become disabled near or after age 65, benefits may continue for a specified time beyond age 65 under the terms of the plan.
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Potential Payment Obligation Upon Disability
| | | | | | | | | | | | | | | | | | | | | | | | Ms. Martore
($)
| | | Ms. Harker
($)
| | | Mr. Dickey
($)
| | | Mr. Lougee
($)
| | | Mr. Williams
($)
| | Pension | | | 17,226,992 | | | | 0 | (5) | | | 5,378,196 | | | | 147,684 | | | | 3,967,782 | | Stock Options | | | 9,554,140 | (1) | | | 0 | | | | 1,925,628 | (6) | | | 250 | (6) | | | 165 | (6) | Restricted Stock Units | | | 4,691,524 | (1) | | | 1,253,821 | | | | 1,430,438 | | | | 1,006,061 | | | | 797,685 | | Performance Shares(7) | | | 6,342,186 | (1) | | | 1,090,204 | | | | 1,180,307 | | | | 834,272 | | | | 626,074 | | Disability Benefits(2) | | | 3,529,327 | | | | 3,575,455 | | | | 3,542,963 | | | | 6,130,853 | | | | 939,274 | | Additional Disability Benefits | | | 7,500,000 | (3) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | TOTAL(4) | | | 48,844,169 | | | | 5,919,480 | | | | 13,457,532 | | | | 8,119,120 | | | | 6,330,980 | |
(1) | SOs and RSUs granted to Ms. Martore would vest, and Ms. Martore would be entitled to receive Performance Shares, in the same manner as described in the Retirement/Voluntary Termination disclosure section. |
(2) | In the event of a disability, each NEO is entitled to a Company-paid monthly disability benefit. The amounts set forth above represent the present value of the disability benefit applying the following assumptions: (i) the NEO incurred a qualifying disability on December 28, 2014, and the NEO remains eligible to receive disability benefits for the maximum period provided under the plan; (ii) the disability benefits are reduced by certain offsets provided for under the plan (e.g., a portion of the NEO’s SERP benefits); and (iii) IRS-prescribed mortality and interest rate assumptions are used to calculate the present value of such benefits. |
(3) | Pursuant to her employment contract, upon a termination of employment as a result of disability, Ms. Martore would be entitled to a lump sum payment in an amount equal to two times the sum of (a) her base salary as of the date of termination (but no less than the minimum contractually provided for base salary for Ms. Martore) and (b) the greater of (i) her most recent annual bonus as of the date of termination, or (ii) the average of her three most recent annual bonuses as of the date of termination. |
(4) | In addition to the amounts reported in this table, each NEO would receive life and medical insurance and post-termination perquisites with the same respective values described in footnotes 1 and 2 to the Retirement/Voluntary Termination table. |
(5) | The amount shown for Ms. Harker reflects the fact that she does not participate in the GRP or the SERP. |
(6) | The amounts shown for Mr. Dickey, Mr. Lougee and Mr. Williams represent the aggregate value of vested SOs held by each of them as of the last day of the Company’s 2014 fiscal year. Vesting of the unvested SOs held by these executives will not be accelerated in the event of their disability. |
(7) | The amounts shown in this row represent the value of Performance Shares for the 2013-2015 and 2014-2016 Incentive Periods, in each case assuming payout at 100% of the target amount and a per share stock value of $31.76, the closing price of a share of Company stock on December 26, 2014. The value of the actual payout will depend upon the Company’s TSR relative to its TSR Peer Group Companies at the end of each of the last four quarters of the applicable Incentive Period and the price of a share of Company stock on the payout date. The payout date will not occur until after the end of the applicable Incentive Period. |
Change in Control
The Company has a Transitional Compensation Plan (TCP) to assure the Company would have the continued dedication of, and the availability of objective advice and counsel from, key executives notwithstanding the possibility, threat or occurrence of a change in control and tocontrol. As a result, we believe the TCP helps promote the retention and continuity of certain key executives for at least one year after a change in control. The Board believes it is imperative that the Company and the Board be able to rely upon key executives to continue
in their positions and be available for advice, if requested, in connection with any proposal relating to a change in control without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal. Change in control arrangements also facilitate the Company’s ability to attract and retain management as the Company competes for talented employees in a marketplace where such protections are common. With those goals in mind, the TCP provides that participants including the NEOs, would be entitled to compensation following a change in control if (1) within two years from the date of the change in control the participant’s employment is terminated by the Company other than for “cause,” or by the employee for “good reason”, or (2) in the case of executives participating in the TCP before April 15, 2010 (but not those who first participate in the TCP on or after that date), within a 30-day window period beginning on the first anniversary of the change in control, the executive terminates his or her employment voluntarily. Ms. Harker first participated in the TCP after April 15, 2010. Following is a summary of several key terms of the TCP:
• “change in control” means the first to occur of: (1) the acquisition of 20% or more of our then-outstanding shares of common stock or the combined voting power of our then-outstanding voting securities; (2) our incumbent directors cease to constitute at least a majority of the Board, except in connection with the election of directors approved by a vote of at least a majority of the directors then
| | 2024 PROXY STATEMENT I 41 |
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| Executive Compensation: How the Committee Determines NEO Compensation |
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comprising the incumbent Board; (3) consummation of our sale in a merger or similar transaction or sale or other disposition of all or substantially all of our assets; or (4) approval by our shareholders of the Company’s complete liquidation or dissolution. • “cause” means (1) any material misappropriation of Company funds or property; (2) the executive’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied in a reasonable period of time following notice from the Company; or (3) conviction of a felony involving moral turpitude. • “good reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) a material diminution of an executive’s duties or responsibilities; (2) a reduction in, or failure to pay timely, the executive’s compensation and/or other benefits or perquisites; (3) the relocation of the executive’s office outside the Washington, D.C. metropolitan area or away from the Company’s headquarters; (4) the failure of the Company or any successor to assume and agree to perform the TCP; or (5) any purported termination of the executive’s employment other than in accordance with the TCP. Any good faith determination of “good reason” made by the executive shall be conclusive. • “severance period” means a number of whole months equal to the participant’s months of continuous service with the Company or its affiliates divided by 3.33; provided, however, that in no event shall the participant’s severance period be less than 24 months or more than 36 months, regardless of the participant’s actual length of service. As of December 26, 2014,31, 2023, the severance periods for Ms. Martore,Harker and Ms. Harker, Mr. Dickey, Mr. Lougee and Mr. WilliamsBeall are 36, 24 36, 27 and 36 months, respectively. AAn NEO entitled to compensation under the TCP would receive:
| • | | Pension. In addition to their vested GRP and SERP benefits, upon their termination of employment, TCP participants are entitled to a lump sum payment equal to the difference between (1) the amount that would have been paid under the SERP had the executive remained in the employ of the Company for the severance period and received the same level of base salary and bonus which the executive received with respect to the fiscal year immediately preceding the date of the change in control or the termination date, whichever is higher, and (2) the amount payable under the SERP as of the later of the date of the change in control or the termination date, whichever is higher. The SERP benefit of Mr. Lougee was subject to the service and pay freeze as of August 1, 2008.
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| Mr. Lougee is vested in his SERP benefit. The TCP would provide Mr. Lougee with cost-of-living increases on his SERP benefit through the end of his
•Pension. In addition to their vested TRP and SERP benefits, upon their termination of employment, TCP participants are entitled to a lump sum payment equal to the difference between (1) the amount that would have been paid under the TRP and SERP had the executive remained in the employ of the Company for the severance period and received the same level of base salary and bonus which the executive received with respect to the fiscal year immediately preceding the date of the change in control or the termination date, whichever is higher, and (2) the amount payable under the TRP and SERP as of the later of the date of the change in control or the termination date, whichever is higher. Ms. Beall’s SERP benefit was subject to a service and pay freeze as of December 15, 2017. Ms. Beall is 100% vested in her SERP benefit. The TCP would provide Ms. Beall with an increase in her pension benefit through the end of her severance period. Ms. Harker does not participate in the GRP or the SERP. |
| • | | Payments. Upon a TCP participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of (i) any unpaid base salary through the date of termination at the higher of the base salary in effect immediately prior to change in control or on the termination date; and (ii) an amount equal to the highest annual bonus paid in the three preceding years which is prorated to reflect the portion of the fiscal year in which the participant was employed prior to termination. Additionally, TCP participants are paid a lump sum cash severance payment equal to the participant’s severance period divided by twelve multiplied by the sum of (1) the executive’s highest base salary during the 12-month period prior to the termination date or, if higher, during the 12-month period prior to the change in control (plus certain other compensation items paid to the participant during the 12-month period prior to the date of termination), and (2) the greater of (a) the highest annual bonus earned by the executive in the three fiscal years immediately prior to the year of the change in control or (b) the highest annual bonus earned by the executive with respect to any fiscal year during the period between the change in control and the date of termination.
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| • | | Excise Tax Gross-Ups. Executives participating in the TCP before April 15, 2010 (but not those who first participate in the TRP or the SERP.•Payments. Upon a TCP participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of (i) any unpaid base salary through the date of termination at the higher of the base salary in effect immediately prior to change in control or on the termination date; and (ii) an amount equal to the highest annual bonus paid in the three preceding years which is prorated to reflect the portion of the fiscal year in which the participant was employed prior to termination. Additionally, TCP participants are paid a lump sum cash severance payment equal to the participant’s severance period divided by twelve multiplied by the sum of (1) the executive’s highest base salary during the 12-month period prior to the termination date or, if higher, during the 12-month period prior to the change in control (plus certain other compensation items paid to the participant during the 12-month period prior to the date of termination), and (2) the greater of (a) the highest annual bonus earned by the executive in the three fiscal years immediately prior to the year of the change in control or (b) the highest annual bonus earned by the executive with respect to any fiscal year during the period between the change in control and the date of termination. •Excise Taxes. Executives participating in the TCP before April 15, 2010 (but not those who first participated in the TCP on or after that date) would be entitled to receive payment of an amount sufficient to make them whole for any excise tax imposed on the payment under Section 4999 of the Internal Revenue Code. The effects of Section 4999 generally are unpredictable and can have widely divergent and unexpected effects based on an executive’s personal compensation history. Therefore, to provide an equal level of benefit across individuals without regard to the effect of the excise tax, the Company determined that excise tax reimbursement payments were appropriate for certain TCP participants. Executives, such as Ms. Harker, who first participated in the TCP on or after April 15, 2010, will not receive a Section 4999 excise tax reimbursement. The change of control benefits for executives who are not entitled to receive a Section 4999 excise tax reimbursement payment will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put them in a better after-tax position. •Medical and Life Insurance. For purposes of determining a TCP participant’s eligibility for retiree life insurance and medical benefits, the participant is considered to have attained the age and service credit that the participant would have attained had the participant remained employed until the end of the severance period. Additionally, each TCP participant receives life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the participant not been terminated. TEGNA Executive Severance Plan (TESP) Each of the NEOs participates in the TEGNA Inc. Executive Severance Plan (TESP). The TESP provides severance payments to each of the NEOs and other executives of the Company approved by the Committee in the event of certain involuntary terminations of employment. Like the CIC Severance Plan, the TESP is subject to the Cash Severance Policy. Under the TESP, a participant who experiences an involuntary termination of employment without cause would receive a lump-sum cash severance payment equal to the product of (a) a severance multiple; and (b) the sum of the participant’s (1) annual base salary and (2) average annual bonus earned for the three fiscal years immediately preceding the termination. The severance multiple is 2.0 for a participant who is the Company’s Chief Executive Officer, 1.5 for a participant who is a member of the Company’s executive leadership team who reports directly to the Company’s Chief Executive Officer, and 1.0 for all other participating executives. In addition, participating executives would receive a lump sum amount equal to the sum of (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination. The severance payment is contingent upon the participant’s execution of a separation agreement containing a release of claims in favor of the Company and its affiliates and covenants restricting
| | 42 I 2024 PROXY STATEMENT |
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| | | |
| Executive Compensation: How the Committee Determines NEO Compensation |
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the participant’s competition, solicitation of employees, disparagement of the Company and its affiliates, and disclosure of confidential information. The separation agreement also contains a release of claims by the Company and its affiliates in favor of the participant and a covenant restricting the Company’s disparagement of the participant. The severance multiples for Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Fisher are 2.0, 1.5, 1.5 and 1.5, respectively. In May 2017, in order to secure the retention of Ms. Harker following the Cars.com Spin-off, the Company entered into a letter agreement with Ms. Harker pursuant to which she was entitled to participate in the TESP or a plan that provides substantially similar benefits through February 28, 2018. Under the terms of the letter agreement, following that date, Ms. Harker was permitted to terminate her employment with the Company voluntarily and receive the benefits contemplated by the TESP or such other severance plan, subject to her compliance with certain notice requirements and the terms of such plan (including the execution of a release of claims) and provided that circumstances have not arisen entitling the Company to terminate her employment for cause. In August 2023, the Company entered into a Transition Agreement with Ms. Harker under which the Company and Ms. Harker agreed that Ms. Harker would resign from her position as Executive Vice President and Chief Financial Officer of the Company as of December 31, 2023 and would remain as an employee from January 1, 2024 through March 31, 2024 (the "Transition Period"), during which time she would provide consulting services to the Company to assist the Company's successor CFO. Following the Transition Period, Ms. Harker will retire from the Company. Under the terms of the Transition Agreement, Ms. Harker's retirement at the end of the Transition Period will be treated as a "qualifying termination" under the TESP, and Ms. Harker therefore waived her right to exercise her termination rights under the 2017 letter agreement during the Transition Period. Additional information regarding severance benefits for the Company’s NEOs is set forth in the section of this Proxy Statement entitled “Other Potential Post-Employment Payments.” Other Compensation Policies Recoupment Policies The Company has adopted a recoupment or “clawback” policy that applies to cash-based and equity-based incentive compensation awards granted to the Company’s employees, including the NEOs. Under the policy, to the extent permitted by applicable law and subject to the approval of the Committee, the Company may seek to recoup any incentive based compensation awarded to any employee subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, (2) the fraud or intentional misconduct of an employee subject to the policy contributed to the noncompliance that resulted in the obligation to restate, and (3) a lower award of incentive-based compensation would have been made to the covered employee had it been based upon the restated financial results. In December 2018, the Company amended its recoupment policy to also permit the Committee to recoup up to three 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), even if the Company is not required to prepare an accounting restatement. The policy is in addition to any other remedies the Company may have, including those available under Section 304 of the Sarbanes-Oxley Act of 2002, as amended. In addition, in 2023 the Company adopted an executive officer clawback policy that is compliant with New York Stock Exchange and Securities and Exchange Commission rules. The policy provides for the mandatory recoupment of erroneously-award incentive-based compensation from the applicable executives if the Company makes an accounting restatement that results from material noncompliance with financial reporting requirements under federal securities laws. Hedging, Short-Selling and Pledging Policy The Company has adopted a policy that prohibits the Company’s employees and directors from purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold, purchasing the Company’s shares on margin and selling any securities of the Company “short.” The policy also prohibits the Company’s directors and executive officers from borrowing against any account in which the Company’s equity securities are held or pledging the Company’s equity securities as collateral for a loan. These prohibitions apply whether or not such equity securities were acquired through the Company’s equity compensation programs. Leadership Development and Compensation Committee Report The Leadership Development and Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis disclosures included in this Proxy Statement. Based on such review and discussion, on February 21, 2024 the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company's Form 10-K for its 2023 fiscal year, and the Board has approved that recommendation. Leadership Development and Compensation Committee Scott K. McCune, Chair Gina L. Bianchini Stuart J. Epstein Neal B. Shapiro Melinda C. Witmer
| | 2024 PROXY STATEMENT I 43 |
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| | | |
| Executive Compensation: Summary Compensation Table |
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Summary Compensation Table
| | | | | | | | Name and
Principal Position | Year | Salary
($)(1) | Bonus
($) | Stock
Awards
($)(2) | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3) | All Other Compensation
($)(4) | Total
($) | David T. Lougee | 2023 | 975,000 | 1,316,250 | 8,475,002 | 50,421 | 148,960 | 10,965,633 | (President and CEO) | 2022 | 975,000 | 1,267,500 | 4,875,013 | 0 | 154,088 | 7,271,600 | | 2021 | 975,000 | 1,450,000 | 4,387,505 | 5,465 | 140,507 | 6,958,477 | Victoria D. Harker | 2023 | 730,000 | 650,000 | 1,824,997 | 0 | 75,034 | 3,280,031 | (Executive Vice President and CFO) | 2022 | 722,500 | 730,000 | 1,825,000 | 0 | 80,773 | 3,358,273 | (through Dec. 31, 2023) | 2021 | 700,000 | 880,000 | 1,399,988 | 0 | 72,614 | 3,052,602 | Lynn Beall | 2023 | 650,000 | 600,000 | 2,200,004 | 286,079 | 121,396 | 3,857,479 | (Executive Vice President and | 2022 | 642,500 | 650,000 | 1,299,997 | 0 | 129,128 | 2,721,625 | COO—Media Operations) | 2021 | 620,000 | 775,000 | 1,147,010 | 0 | 115,580 | 2,657,590 | Akin S. Harrison | 2023 | 250,000 | 0 | 1,000,007 | 0 | 14,834 | 1,264,841 | (Former Senior Vice President | 2022 | 487,500 | 425,000 | 1,000,008 | 0 | 38,020 | 1,950,528 | and General Counsel) | 2021 | 450,000 | 430,000 | 832,512 | 2,175 | 31,999 | 1,746,686 | Lauren S. Fisher | 2023 | 45,192 | 200,000 | 900,003 | 0 | 1,808 | 1,147,003 | (Senior Vice President and | | | | | | | | Chief Legal Officer) | | | | | | | |
(1)Amounts in this column reflect the base salary earned during 2023. The amounts for Mr. Harrison and Ms. Fisher reflect that they each were only employed by the Company for a portion of the year in 2023. (2)Amounts in this column represent the aggregate grant date fair value of Performance Share and RSU awards computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) based on the assumptions set forth in note 9 to the Company’s 2023 audited financial statements. The amounts reported in this column are not paid to or realized by the NEO. There can be no assurance that the ASC 718 amounts shown in this column will ever be realized by an executive officer. The value of grants of Performance Shares included above have been calculated assuming the target level of performance is met, which we consider to be the most probable outcome. If grants of Performance Shares were calculated assuming the maximum level of performance was met, the amounts shown in this column for Mr. Lougee would be: 2023: $11,887,498; 2022: $8,287,514; 2021: $7,458,753; for Ms. Harker: 2023: $2,828,753; 2022: $2,828,740; 2021: $2,169,982; for Ms. Beall: 2023: $2,914,997; 2022: $2,014,994; 2021: $1,777,867.For Mr. Lougee and Ms. Beall, the 2023 stock awards also include one-time special retention RSU awards in the amounts of $3,600,000 and $899,996 respectively (3)Amounts in this column represent the aggregate increase, if any, of the accumulated benefit liability relating to the NEO under the TRP and the SERP in the applicable fiscal year. Amounts are calculated by comparing values as of the pension plan measurement date used for the Company’s financial statements for the applicable fiscal years. The Company uses the same assumptions it uses for financial reporting under generally accepted accounting principles with the exception of retirement age, pre-retirement mortality and probability of terminating employment prior to retirement. The assumed retirement age for the above values is the earliest age at which an executive could retire without any benefit reduction due to age. The above values are calculated assuming each NEO survives to the assumed retirement age. The amounts reported in this column shown for Mr. Lougee include the accumulated benefit liability related to his legacy Belo Corp. pension benefit. The amounts reported in this column shown for Ms. Harker and Ms. Fisher reflect the fact that they do not participate in the TRP or the SERP. (4)Amounts for 2023 reported in this column include (i) life insurance premiums paid by the Company for Ms. Beall in the amount of $14,936 (for an explanation of the Company’s life insurance programs, see footnote 3 to the “Potential Payments to NEOs Upon Termination” table beginning on page 56 of this Proxy Statement); (ii) matching contributions of $13,200 to each of the respective 401(k) accounts of Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison, and $1,446 to Ms. Fisher; (iii) Company contributions into the DCP accounts of Mr. Lougee, Ms. Harker, and Ms. Beall in the amounts of $76,500, $42,500, and $38,800, respectively (for an explanation of these payments, see the discussion of the TEGNA Deferred Compensation Plan beginning on page 40 of this Proxy Statement); (iv) premiums in the amount of $23,136 paid by the Company for supplemental medical coverage for Mr. Lougee and Ms. Beall; (v) for Ms. Beall, an automobile allowance (beginning in 2012, the Company no longer provides an automobile (or automobile allowance) to new senior executives; Mr. Lougee, Ms. Harker, Mr. Harrison and Ms. Fisher did not receive this benefit in 2023), (vi) legal and financial services for Mr. Lougee and Ms. Beall; (vii) TEGNA Foundation grants to eligible charities recommended by Mr. Lougee and Ms. Harker of up to $15,000 annually (beginning in 2013, the Company no longer provides this benefit to new senior executives, including Ms. Beall, Mr. Harrison and Ms. Fisher); and (viii) premiums paid by the Company for travel accident insurance for Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison in the amounts of $1,634, $1,634, $1,634 and $1,634, respectively.
| | 44 I 2024 PROXY STATEMENT |
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| | | |
| Executive Compensation: Grants of Plan-Based Awards |
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Grants of Plan-Based Awards The following table summarizes grants of plan-based awards in 2023. See the table entitled “Outstanding Equity Awards at Fiscal Year End” for the number of plan-based awards outstanding on December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)(6) | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Unit
(#)(5)(6) | | Grant Date
Fair Value
of Stock and
Options Awards
($)(7) | | Name | | Grant
Date | Committee
Meeting
Date | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | | | Mr. Lougee | | 3/1/2023 (1) | 2/21/2023 | | 135,831 | | | 208,971 | | | 417,942 | | | | | 3,412,496 | | | | 3/1/2023 (1) | 2/21/2023 | | | | | | | | 88,583 | | | 1,462,505 | | | | 8/7/2023 (2) | 8/4/2023 | | | | | | | | 218,845 | | | 3,600,000 | | Ms. Harker | | 3/1/2023 (1) | 2/21/2023 | | 39,954 | | | 61,467 | | | 122,934 | | | | | 1,003,756 | | | | 3/1/2023 (1) | 2/21/2023 | | | | | | | | 49,742 | | | 821,240 | | Ms. Beall | | 3/1/2023 (1) | 2/21/2023 | | 28,460 | | | 43,784 | | | 87,568 | | | | | 714,993 | | | | 3/1/2023 (1) | 2/21/2023 | | | | | | | | 35,434 | | | 585,015 | | | | 8/7/2023 (2) | 8/4/2023 | | | | | | | | 54,711 | | | 899,996 | | Mr. Harrison (8) | | 3/1/2023 (1) | 2/21/2023 | | 21,892 | | | 33,680 | | | 67,360 | | | | | 549,994 | | | | 3/1/2023 (1) | 2/21/2023 | | | | | | | | 27,257 | | | 450,013 | | Ms. Fisher | | 12/1/2023 (3) | 11/20/2023 | | | | | | | | 61,771 | | | 900,003 | |
(1)See the “Compensation Discussion and Analysis” section for a discussion of the timing of various pay decisions. (2)See "Special Retention Grants to Senior Leaders" on Page 37 for a further discussion of these awards. (3)See "Compensation for Senior Vice President and Chief Legal Officer" on Page 38 for a further discussion of this award. (4)These share numbers represent the threshold, target and maximum payouts which may be earned under the 2023 Performance Share awards. The threshold payout is 65% of the target Performance Share award, and the maximum payout is 200% of the target Performance Share award. (5)The RSU grants reported in this column generally vest in four equal annual installments and, subject to certain exceptions, the corresponding vested shares of the Company’s common stock generally will be delivered to the NEO in four equal annual installments beginning on February 29, 2024. The special retention RSU grants made to Mr. Lougee and Ms. Beall on August 7, 2023 will vest in two equal annual installments beginning August 6, 2024. (6)Mr. Lougee’s 2023 RSU and Performance Share award agreements include certain noncompete and nonsolicitation covenants. With certain exceptions, (i) the noncompete covenant generally prohibits Mr. Lougee from participating in certain competing local broadcast businesses or media organizations that derive at least 75% of their revenues from local broadcasting through the first anniversary date of his termination of employment, and (ii) the nonsolicitation covenant generally prohibits Mr. Lougee from inducing employees to leave the Company or inducing current or prospective customers from ceasing to do business with the Company through the first anniversary date of his termination of employment. (7)The full grant date fair value of the awards was computed in accordance with ASC 718, based on the assumptions set forth in note 9 to the Company’s 2023 audited financial statements. There can be no assurance that the ASC 718 amounts shown in the table will ever be realized by an executive officer. Amounts shown for grants of Performance Shares have been calculated assuming the target level of performance is met. (8)Mr. Harrison forfeited all unvested awards, including the 2023 Performance Shares and 2023 RSUs, upon his departure from the Company on June 30, 2023.
| | 2024 PROXY STATEMENT I 45 |
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| | | |
| Executive Compensation: Outstanding Equity Awards at Fiscal Year-End |
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Outstanding Equity Awards at Fiscal Year-End
| | | | | | | | | Stock Awards | Name | Number of
Shares or Units
of Stock that
Have Not Vested
(#) | Market Value
of Shares or
Units of Stock
that Have Not
Vested
($)(1) | Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) | Equity Incentive
Plan Awards:
Market or Payout
Value of Shares,
Units or Other
Rights That Have
Not Vested
($) | Mr. Lougee | 24,161 | (2) | 369,663 | | | | 37,543 | (3) | 574,408 | | | | 49,881 | (4) | 763,179 | | | | 88,583 | (5) | 1,355,320 | | | | 218,845 | (6) | 3,348,329 | | | | 160,892 | (7) | 2,461,643 | | | | 116,723 | (8) | 1,785,860 | | | | | | | 208,971 | 3,197,256 | Ms. Harker | 11,564 | (2) | 176,929 | | | | 17,969 | (3) | 274,926 | | | | 28,011 | (4) | 428,568 | | | | 49,742 | (5) | 571,409 | | | | 40,337 | (7) | 617,160 | | | | 34,332 | (8) | 525,286 | | | | | | | 61,467 | 940,445 | Ms. Beall | 9,474 | (2) | 144,952 | | | | 14,722 | (3) | 225,247 | | | | 19,953 | (4) | 305,281 | | | | 35,434 | (5) | 542,140 | | | | 54,711 | (6) | 837,078 | | | | 33,048 | (7) | 505,640 | | | | 24,456 | (8) | 374,179 | | | | | | | 43,784 | 669,895 | Ms. Fisher | 61,771 | (5) | 945,096 | | |
(1)The value of these RSUs and Performance Shares is based on the product of the number of the applicable RSUs or Performance Shares shown multiplied by $15.30, the closing price of a share of Company stock on December 29, 2023. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. (2)These RSUs vested on February 29, 2024. (3)Fifty percent of these RSUs vested on February 29, 2024 and the remaining fifty percent of these RSUs are scheduled to vest on February 28, 2025. (4)One third of these RSUs vested on February 29, 2024 and the remainder of these RSUs are scheduled to vest in two equal annual installments on February 28, 2025 and February 28, 2026. (5)Twenty-five percent of these RSUs vested on February 29, 2024 and the remainder of these RSUs are scheduled to vest in three equal annual installments on February 28, 2025, February 28, 2026 and February 28, 2027. (6)Fifty percent of these RSUs are scheduled to vest on August 6, 2024 and the remaining fifty percent of these RSUs are scheduled to vest on August 6, 2025. (7)These share numbers represent the 2021 Performance Shares earned for the 2021-2022 performance cycle, which were earned at 91.1% of target. These 2021 Performance Shares were paid out on February 29, 2024 at the end of the service-based vesting period. (8)These share numbers represent the 2022 Performance Shares earned for the 2022-2023 performance cycle, which were earned at 74.6% of target as described on page 40 of this Proxy Statement. The payout of the earned 2022 Performance Shares remains subject to a service-based vesting period ending February 28, 2025. (9)These share numbers represent the target Performance Share awards under the Performance Share program for the 2023-2024 performance cycle. If the performance conditions are met during the two-year performance cycle ending December 31, 2024, these Performance Shares are eligible to vest on February 28, 2026. (10)Ms. Harker's outstanding equity awards will be prorated pursuant to the terms of the TESP following her retirement from the Company on March 31, 2024. For further discussion of the treatment of Ms. Harker's outstanding awards upon her retirement, see "Separation Payments to Ms. Harker" on Page 54 of this Proxy Statement.
| | 46 I 2024 PROXY STATEMENT |
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| | | |
| Executive Compensation: 2023 Stock Vested |
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2023 Stock Vested
| | | | | | | | | | | | | | Stock Awards | Name | Number of
Shares
Acquired on
Vesting
(#)(1) | | Value
Realized on
Vesting
($)(2) | David T. Lougee | | | 408,628 | | | | | | 7,110,127 | | | Victoria D. Harker | | | 124,165 | | | | | | 2,160,471 | | | Lynn Beall | | | 98,369 | | | | | | 1,711,621 | | | Akin Harrison | | | 67,691 | | | | | | 1,177,823 | | |
(1)These share amounts include (a) 25% of the Company’s RSU awards granted respectively, on March 1, 2019, March 1, 2020, March 1, 2021 and March 1, 2022, which vested on February 28, 2023 (which RSUs were paid to the NEOs by the Company shortly after the vesting date); and (b) the Company’s 2020 Performance Share awards granted on March 1, 2020, which vested on February 28, 2023 and were paid on February 28, 2023 at 143.1% of target. (2)For each of the NEOs, these amounts equal the sum of (a) the product of the aggregate number of Company RSU shares granted on March 1, 2019, March 1, 2020, March 1, 2021 and March 1, 2022 which vested on February 28, 2023, multiplied by $17.40 (the closing price of a share of Company stock on February 28, 2023, the vesting date), and (b) the product of the aggregate number of Company 2020 Performance Shares granted on March 1, 2020 multiplied by 143.1% and $17.40 (the closing price of a share of Company stock on February 28, 2023, the vesting date). Pension Benefits The table below shows the actuarial present value as of December 31, 2023 of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each, under each of the TEGNA Retirement Plan (TRP) and the TEGNA Supplemental Retirement Plan (SERP), in each case determined using assumptions consistent with those used in the Company’s financial statements, except with respect to pre-retirement mortality, probability of turnover prior to retirement and retirement age. The table below reflects an immediate retirement for all NEOs who participate with respect to the TRP and the SERP. The amounts reported in the table reflect payment at the earliest point in time at which benefits are available without any reduction for age. Information regarding the TRP and SERP can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement under the headings “TEGNA Retirement Plan (TRP)” and “TEGNA Supplemental Retirement Plan.” Ms. Harker and Ms. Fisher do not participate in the TRP or the SERP.
| | | | | | | | | | | Name | Plan Name | Number
of Years
Credited
Service
(#) | | Present
Value of
Accumulated
Benefit
($) | | Payments
During
Last Fiscal
Year
($) | | Mr. Lougee (1) | TRP | | 20.12 | | | 601,399 | | | 0 | | | SERP | | 6.58 | | | 66,901 | | | 0 | | Ms. Beall (2) | TRP | | 20.17 | | | 372,123 | | | 0 | | | SERP | | 29.58 | | | 3,577,795 | | | 0 | | Mr. Harrison (3) | TRP | | 5.33 | | | 32,383 | | | 0 | |
(1)The TRP amount shown for Mr. Lougee includes the accumulated benefit related to his legacy Belo Corp. pension benefit. The number of years of credited service shown for Mr. Lougee include 13.5 years of service under the Belo Corp. Pension Plan, which was acquired by the Company. The Company has not granted Mr. Lougee any additional credited service under the pension plans. The present values of Mr. Lougee’s accumulated TRP and legacy Belo Corp. pension benefits are $121,042 and $480,357, respectively. (2)Ms. Beall has fewer years of credited service under the TRP than under the SERP. As discussed in the description of the SERP beginning on page 42 of this Proxy Statement, participants in the SERP whose SERP benefits were not calculated under the pre-1998 formula ceased accruing credit for additional years of service after the GRP was frozen on August 1, 2008. Until December 31, 2017, at which time SERP participants whose SERP benefits were calculated under the pre-1998 formula ceased accruing credit for additional years of service or compensation, Ms. Beall continued to accrue benefits under the SERP at a reduced rate (as described in the discussion of the SERP found in the “Compensation Discussion and Analysis” section of this Proxy Statement) based on actual years of service. The Company does not generally provide additional pension service credit to any executive for years not actually worked. (3)Mr. Harrison's TRP benefit was fixed as of the date of his separation of the Company, and will be paid to him based on his election in accordance with the terms of the Plan. Mr. Harrison was not vested in his SERP benefit at the time of his departure from the Company and therefore forfeited that benefit.
| | 2024 PROXY STATEMENT I 47 |
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| | | |
| Executive Compensation: Non-Qualified Deferred Compensation |
|
Non-Qualified Deferred Compensation The TEGNA Deferred Compensation Plan, or DCP, is a non-qualified plan that allows Company executives to defer all or a portion of their compensation. Participant contributions that are not treated as if invested in the Company’s stock are generally distributed in cash and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. For employees who joined the Company prior to January 1, 2017, the DCP also provides for Company contributions for certain participants. Ms. Fisher is not eligible to participate in this benefit based on her hire date. Additional information regarding the DCP can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement under the heading “Post-Termination Pay.”
| | | | | | | | | | | | | | | | | Name | Executive Contributions in Last FY
($) | | Registrant Contributions in Last FY
($) | | Aggregate Earnings
in Last FY
($) | | Aggregate Withdrawals/
Distributions
in Last FY
($) | Aggregate Balance
at Last FYE
($) | | Mr. Lougee | | 0 | | | 76,500 | | | (85,030 | ) | | 0 | | | | 1,393,175 | | Ms. Harker | | 0 | | | 45,200 | | | (134,854 | ) | | 0 | | | | 594,194 | | Ms. Beall | | 0 | | | 38,800 | | | 62,637 | | | 0 | | | | 222,707 | | Mr. Harrison | | 0 | | | 0 | | | (19,166 | ) | | 220,397 | | (2) | | 0 | |
(1)For 2023, the Company credited contributions to the DCP on behalf of each NEO in an amount equal to 4% of their respective cash compensation that exceeds the Internal Revenue Code limits on the amount of compensation that can be taken into account when calculating benefits under a qualified plan. These Company contributions are initially treated as invested in Company stock (although participants can reallocate the contributions to other designated investment options) and are distributed in cash. The amounts shown in this column reflect the Company contributions made in February 2024 for services provided by each of the NEOs in 2023, all of which contributions were included in the amounts reported in the “All Other Compensation” column of the “Summary Compensation Table” found on page 44 of this Proxy Statement. (2)As prescribed by the DCP, the amount reflected in this column was distributed to Mr. Harrison following his departure on June 30, 2023.
| | 48 I 2024 PROXY STATEMENT |
|
|
| | | |
| Executive Compensation: Other Potential Post Employment Payments |
|
Other Potential Post-Employment Payments The Company’s employee benefit programs provide the NEOs with post-termination benefits in a variety of circumstances. The amount of compensation payable may vary depending on the nature of the termination, whether as a result of retirement/voluntary termination, involuntary not-for-cause termination, termination following a change in control or termination in the event of the disability or death of the executive. The following table describes payments the NEOs generally may receive under the Company’s employee benefits programs following termination in connection with certain events. Benefits provided to an NEO pursuant to a particular agreement or other arrangement between the Company and the NEO are not described in the table below. Any such benefits are described in the footnotes to the “Potential Payments to NEOs Upon Termination” table beginning on page 52 of this Proxy Statement.
| | | | | | | | | | | Benefit |
| Retirement/
Voluntary
Termination |
| Death |
| Disability |
| Change in Control |
| Involuntary
Termination
without Cause | Pension |
| Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. |
| Vested portion of:
(1) TRP benefit payable to an eligible spouse at the date of NEO’s death.
(2) SERP benefit payable to an eligible spouse at the later to occur of (a) the date of death or (b) the date the NEO would have attained age 55. |
| Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. |
| In addition to their vested TRP and SERP benefits, NEOs who participate in the SERP and TRP are entitled to receive a lump sum payment in an amount determined based upon the SERP and TRP payment the NEO would have received if the NEO had remained employed by the Company during the applicable severance period. |
| Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. | Restricted
Stock Units1 |
| Vested RSUs are payable at the date of termination and if termination occurs after age 65 (or after attaining 55 with 5 years or more of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. |
| The NEO’s estate is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. |
| The NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. |
| RSUs only provide for accelerated vesting if the awards are not continued or assumed upon a change in control or there is a qualifying termination within 2 years of the change in control. |
| Vested RSUs are payable at the date of termination, and if termination occurs after age 65 (or after attaining 55 with 5 or more years of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. |
| | 2024 PROXY STATEMENT I 49 |
|
|
| | | |
| Executive Compensation: Other Potential Post Employment Plans |
|
| | | | | | | | | | | Benefit |
| Retirement/
Voluntary
Termination |
| Death |
| Disability |
| Change in Control |
| Involuntary
Termination
without Cause | Performance Shares |
| Performance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 years or more of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. |
| The NEO’s estate is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. |
| The NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. |
| Performance Shares only provide for accelerated vesting if the awards are not continued or assumed upon the change in control or there is a qualifying termination within 2 years of the change in control.
Performance Share award payouts made as a result of change in control occurring prior to the expiration of the two-year performance cycle will be made at target; if the change in control occurs after the performance cycle is completed, payouts will be determined based on the Company’s achievement of the applicable performance metrics during the performance cycle.
|
| Performance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 or more years of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. | Life and Disability Insurance Benefits |
| None. |
| NEOs are generally entitled to receive death benefits under individual policies maintained by the Company and owned by the NEO or pursuant to the Company’s group life insurance program applicable to all employees. |
| NEOs are generally entitled to receive disability benefits under the Company’s disability plans applicable to all employees, but only if their condition qualifies them for such benefits. |
| None. |
| None. |
| | 50 I 2024 PROXY STATEMENT |
|
|
| | | |
| Executive Compensation: Other Potential Post Employment Payments |
|
| | | | | | | | | | | Benefit |
| Retirement/
Voluntary
Termination |
| Death |
| Disability |
| Change in Control |
| Involuntary
Termination
without Cause | Excise Taxes |
| None. |
| None. |
| None. |
| Mr. Lougee, Ms. Harker and Ms. Fisher. Change in control benefits would be reduced to the extent the executive is better off on an after-tax basis.
Ms. Beall. Payment of an amount sufficient to make each NEO who participated in the TCP prior to April 15, 2010 whole for any excise tax imposed on the payment under Section 4999 of the Internal Revenue Code. The effects of Section 4999 generally are unpredictable and can have widely divergent and unexpected effects based on an executive’s personal compensation history. Therefore, to provide an equal level of benefit across individuals without regard to
|
| None. | Severance Pay |
| None. |
| None. |
| None. |
| Lump sum payment calculated in accordance with the effect ofTCP or the excise tax,CIC Severance Plan, as applicable. |
| Lump sum payment calculated in accordance with the Company has determined that excise tax gross-up payments are appropriateTESP for certain TCP participants. Executives, such as Ms. Harker,the NEOs who first participatedparticipate in the TCP on or after April 15, 2010, will not receive a Section 4999 excise tax gross-up payment. However, the change of control benefits for such executives will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put them in a better after-tax position.plan. |
1The RSUs included in the 2023 one-time special retention grants to Mr. Lougee and Ms. Beall ("Retention RSUs") receive different treatment for certain termination events than RSUs granted under the Company's annual long-term incentive program, as follows: (i) the NEOs are not entitled to proration treatment for the Retention RSUs upon retirement or voluntary termination, and (ii) in the event the NEO is involuntarily terminated without cause, all outstanding unvested Retention RSUs will vest in full upon termination. The termination treatment for the Retention RSUs upon the NEO's death, disability or in the event of a Change in Control are the same as listed in the table.
The table below discloses the varying amounts payable to each NEO in each of the noted situations. It assumes, in each case, that the executive’s termination was effective as of December 31, 2023. In presenting this disclosure, we describe amounts earned through December 31, 2023, taking into account, where applicable, bonuses paid in 2024 but earned as a result of 2023 performance and, in those cases where the actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company, our estimates of the amounts which would have been paid out to the executives upon their termination had it occurred on December 31, 2023. In addition, receipt of severance benefits under the TESP generally would be conditioned on the executive signing a separation agreement that includes a release of claims in favor of the Company and its respective affiliates, and agreement to adhere to customary post-employment restrictive covenants. The amounts shown in the Change in Control column represent the estimated incremental payments and benefits that would be payable to each NEO upon a change in control of the Company, assuming that the triggering event and a qualifying termination occurred at year-end 2023, in excess of the compensation and benefit entitlements that are payable to an NEO upon Retirement/Voluntary Termination. Based on the circumstances described above, Mr. Harrison was not entitled to any termination payments upon his voluntary separation from the Company on June 30, 2023, and because he is no longer employed by the Company he is not shown in the table below.
| | 2024 PROXY STATEMENT I 51 | • |
| Retiree Medical and Life Insurance Credit. For purposes of determining a TCP participant’s eligibility for retiree life insurance and medical benefits, the participant is considered to have attained the age and service credit that the participant would have attained had the participant remained employed until the end of the severance period.
|
| | | |
| Executive Compensation: Other Potential Post Employment Plans |
|
Potential Payments to NEOs Upon Termination
| | | | | | | | | | | | | | | | | | | | | | | | | Retirement/
Voluntary
Termination
(2) ($) | Death
($) | Disability
($) | Change in
Control
(6)(7)(8)
($) | Involuntary
Termination
without
Cause
($) | David T. Lougee | | | | | | | | | | | | | | | | | | Pension | | | | 668,300 | | | | 419,078 | | | | 668,300 | | | | 0 | | | | 668,300 | | | Restricted Stock Units | | | | 1,041,746 | | | | 1,599,799 | | | | 1,599,799 | | | | 5,369,153 | | | | 4,390,075 | | | Performance Shares (1) | | | | 4,304,395 | | | | 4,304,395 | | | | 4,304,395 | | | | 3,748,424 | | | | 4,304,395 | | | Life and Disability Insurance Benefits | | | | 0 | | | | 0 | | (3) | | 2,736,603 | | (5) | | 0 | | | | 0 | | | Severance Pay | | | | 0 | | | | 0 | | | | 0 | | | | 6,935,554 | | | | 4,639,167 | | (9) | Cash Retention Payment (10) | | | | 0 | | | | 0 | | | | 2,400,000 | | | | 2,400,000 | | | | 2,400,000 | | | Excise Tax Reimbursement | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Total: | | | | 6,014,441 | | | | 6,323,272 | | | | 11,709,097 | | | | 18,453,131 | | | | 16,401,937 | | | Lynn Beall | | | | | | | | | | | | | | | | | | Pension | | | | 4,003,836 | | | | 4,003,836 | | | | 4,003,836 | | | | 142,166 | | | | 4,003,836 | | | Restricted Stock Units | | | | 412,396 | | | | 551,917 | | | | 551,917 | | | | 1,642,302 | | | | 1,249,475 | | | Performance Shares (1) | | | | 892,281 | | | | 892,281 | | | | 892,281 | | | | 784,829 | | | | 892,281 | | | Life and Disability Insurance Benefits | | | | 0 | | | | 0 | | (3) | | 1,259,111 | | (5) | | 0 | | | | 0 | | | Severance Pay | | | | 0 | | | | 0 | | | | 0 | | | | 4,275,000 | | | | 2,043,750 | | (9) | Cash Retention Payment (10) | | | | 0 | | | | 0 | | | | 600,000 | | | | 600,000 | | | | 600,000 | | | Excise Tax Reimbursement | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Total: | | | | 5,308,513 | | | | 5,448,034 | | | | 7,307,145 | | | | 7,444,297 | | | | 8,789,342 | | | Lauren S. Fisher | | | | | | | | | | | | | | | | | | Pension (4) | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Restricted Stock Units | | | | 0 | | | | 196,896 | | | | 196,896 | | | | 945,096 | | | | 0 | | | Performance Shares | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Life and Disability Insurance Benefits | | | | 0 | | | | 822,500 | | (3) | | 2,441,270 | | (5) | | 0 | | | | 0 | | | Severance Pay | | | | 0 | | | | 0 | | | | 0 | | | | 940,000 | | | | 705,000 | | (9) | Cash Retention Payment | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Excise Tax Reimbursement | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Total: | | | | 0 | | | | 1,019,396 | | | | 2,638,166 | | | | 1,885,096 | | | | 705,000 | | |
(1)The amounts shown in these rows represent the aggregate value of Performance Shares for the 2021-2024, 2022-2025 and 2023-2026 Incentive Periods, in each case at an assumed value per underlying share of common stock of $15.30, the closing price of a share of Company stock on December 29, 2023, which: (a)in the case of Retirement/Voluntary Termination, Death, Disability or Involuntary Termination without Cause, are prorated for Mr. Lougee and Ms. Beall based upon the number of full months the NEO has worked during the applicable Incentive Period, assuming payout to each NEO: (i)in respect of the 2021 Performance Shares, is based on actual performance levels for each performance metric during the two-year performance cycle, resulting in 91.1% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, (ii)in respect of the 2022 Performance Shares, is based on actual performance levels for each performance metric, resulting in 74.6% of the target amounts for the grants made in connection with the Company’s 2022-2025 Incentive Period; and (iii)in respect of the 2023 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2023-2026 Incentive Period. (c)in the case of a change in control of the Company, assuming payout to each NEO in respect of: (i)the 2021 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the two-year performance cycle, resulting in 91.1% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, and (ii)both the 2022 Performance Shares and the 2023 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2022-2025 Incentive Period and the Company’s 2023-2026 Incentive Period, respectively. Notwithstanding the assumptions set forth above, in the case of Retirement/Voluntary Termination, Death, Disability or Involuntary Termination without Cause, Performance Shares will be paid out on the normal payout cycle (following the end of the applicable Incentive Period) based on the Company’s performance as measured under the applicable Performance Share award.
| | 52 I 2024 PROXY STATEMENT |
|
|
| | | |
| Executive Compensation: Other Potential Post Employment Payments |
|
(2)In addition to the amounts reported in this column, Mr. Lougee and Ms. Beall will receive the following post-retirement benefits and perquisites if he or she terminates employment (given that they are both currently retirement eligible): (i) legal and financial counseling services on the same basis as available to an active executive at the time his or her employment terminates, until April 15 of the year of retirement or the year following retirement; (ii) supplemental medical insurance coverage for the executive and his or her family; and (iii) generally continue to be permitted to recommend TEGNA Foundation grants to eligible charities up to $15,000 annually for a period of three years after retirement (Mr. Lougee only). If the executive is asked to represent the Company at a function or event, he or she is provided travel accident insurance. During the first year, we estimate the expected incremental cost to the Company for these post-retirement benefits would be approximately $59,260 for Mr. Lougee and $44,260 for Ms. Beall. During the second and third years following retirement, we estimate the expected incremental cost to the Company would be approximately $39,770 for Mr. Lougee and $24,770 for Ms. Beall. Thereafter, we estimate the expected incremental cost to the Company would be $23,136 for each of Mr. Lougee and Ms. Beall for these post-retirement benefits and perquisites. The Company reserves the right, in its sole discretion, to amend or terminate the post-retirement perquisites from time to time. (3)In connection with the Company’s life insurance programs: •NEOs may participate in the Company’s executive life insurance program. Mr. Lougee participates in the Key Executive Life Insurance Program (KELIP) and Ms. Beall participate in the Executive Life Insurance Program (ELIP). Ms. Fisher was hired in November 2023 and is not currently participating in the ELIP. Under the KELIP, the face amount of the policy is determined once, at the beginning of the executive’s participation in the program and is equal to the sum of (i) two times the sum of the participant’s base salary and last bonus (in each case, at the time of underwriting) increased four percent annually for the lesser of ten years or until the executive reaches age 65, and (ii) $200,000. The participant’s future pay increases have no impact on the face amount of the policy and the coverage level is stepped down to $500,000 upon the earlier of the participant reaching age 65 or the participant’s retirement. Under the ELIP, the face amount of the policy is determined at each policy anniversary. The executive’s death benefit under this frozen plan is equal to the sum of (i) two times the sum of the participant’s base salary and last bonus, and (ii) $200,000. The participant’s future pay increases, subject to a 10% guarantee issue increase limit, have a direct impact on the face amount of the policy. Upon the participant reaching age 65, the coverage level is reduced by 10% each year until it reaches $350,000. The Company pays premiums on the above-referenced individually-owned life insurance policies, which premium is expected to be approximately $14,935 for Ms. Beall in 2024. Subject to the terms of his or her participation agreement, the participant’s right to receive future annual premium payments may become vested. As of December 31, 2023, Mr. Lougee reached age 65 and was provided coverage options for his KELIP policy. He elected to have his coverage level reduced to the post-retirement amount of $500,000 effective January 1, 2024. Ms. Beall is not vested in this benefit. •Death benefits are payable under individual universal life insurance policies maintained by the Company and owned by Mr. Lougee and Ms. Beall, respectively. The obligation to pay death benefits to the beneficiary(ies) designated by Mr. Lougee and Ms. Beall, respectively, pursuant to these insurance policies is that of the insurance company; the Company only pays the insurance premiums on behalf of the NEOs. In 2023, the Company paid insurance premiums on behalf of Ms. Beall. The life insurance proceeds that would have been payable (by the insurance company) to the beneficiary(ies) designated by Mr. Lougee and Ms. Beall, respectively, if a triggering event had occurred as of December 31, 2023 are: Mr. Lougee: $3,062,792 and Ms. Beall: $2,880,000. •Ms. Fisher participate in the Company’s group life insurance program applicable to all employees, which provides for a benefit equal to the sum of base salary and last annual bonus, capped at $1,250,000. As a new hire in 2023, Ms. Fisher's 2023 benefit is calculated based on her 2023 annualized base salary plus her 2024 target bonus. •In addition to the reported amount, the Company would continue to provide supplemental medical insurance coverage for their eligible dependents in the event of the deaths of Mr. Lougee or Ms. Beall, for the duration of the life of the eligible dependents or, for a child, until the child reaches age 26. We estimate annual incremental costs to the Company for this benefit of approximately $23,136 for each of Mr. Lougee and Ms. Beall. Ms. Fisher is not eligible to receive this benefit. (4)The amounts shown for Ms. Fisher reflect the fact that she does not participate in the TRP or the SERP. (5)In connection with the Company’s disability benefits programs: •Each NEO is entitled to a monthly disability benefit. The amounts set forth above represent the present value of the disability benefit applying the following assumptions: (i) the NEO incurred a qualifying disability on December 31, 2023, and the NEO remains eligible to receive disability benefits for the maximum period provided under the plan; (ii) the disability benefits are reduced by certain offsets provided for under the plan (e.g., a portion of the NEO’s SERP benefits, if any); and (iii) IRS-prescribed mortality and interest rate assumptions are used to calculate the present value of such benefits. •In the event that any of the NEOs become disabled he or she would be entitled to receive disability benefits under the Company’s disability plans, including: during the first six months of disability, disability benefits are paid at 100% of the executive’s pre-disability compensation for all or part of the six month period, depending on the length of the executive’s service, and if not paid at 100% for the entire six month period, disability benefits are paid at 60% of the executive’s pre-disability compensation for the balance of the six month period. After six months, disability benefits are paid at 60% or 50% of the executive’s pre-disability compensation, depending on whether the executive elects to pay for additional coverage. Certain executives are eligible to enroll in executive long-term disability coverage on an employee pay-all basis. This executive disability benefit provides additional disability income protection on earnings above the non-executive plan limit. To be eligible, the executive must have enrolled in the non-executive long-term disability coverage and elected the supplemental buy-up option which provides 60% income protection on annual earnings up to $500,000, defined as base salary, annual bonus and commissions. The executive disability coverage provides similar benefits on the earnings above the $500,000 limit. Mr. Lougee and Ms. Beall have each elected to participate in the executive long-term disability plan and the amounts set forth in this column reflect the additional coverage. Disability benefits are subject to certain conditions, limitations and offsets, and generally continue for the duration of the disability, but not beyond age 65. For those who become disabled near or after age 65, benefits may continue for a specified time beyond age 65 under the terms of the plan. (6)The amounts set forth in this column represent the estimated incremental payments and benefits that would be payable to each NEO upon a change in control of the Company, assuming that the triggering event and a qualifying termination occurred at year-end 2023. These amounts would be in excess of the compensation and benefit entitlements described in this Proxy Statement that are payable to an NEO upon Retirement/Voluntary Termination absent a change in control. (7)In addition to the amounts reported in this column, under the TCP Ms. Beall would receive life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the executive not been terminated. Mr. Lougee and Ms. Fisher, as participants in the CIC Severance Plan, would also receive a lump sum COBRA benefit. We estimate incremental costs to the Company for these benefits as follows: Mr. Lougee: $36,101, Ms. Beall: $60,264, and Mr. Fisher: $0 (waived medical coverage).
| | 2024 PROXY STATEMENT I 53 |
|
|
| | | |
| Executive Compensation: Other Potential Post Employment Plans |
|
(8)In addition to the benefits afforded under the TCP all SOs and RSUs immediately vest upon a change in control, and a NEO will be entitled to receive a number of Performance Shares within 30 days after the change in control based on the Company’s relative Total Shareholder Return compared to its TSR Peer Group on the date of the change in control, unless the change in control occurs during the first 6 months of an Incentive Period, in which case the NEO will receive the target number of Performance Shares set forth in the NEO’s award agreement. OurCIC Severance Plan, participating NEOs also would receive other benefits under the SERP DCP and the Omnibus PlanDCP upon a change in control that qualifies as a change in control under Code Section 409A, including: | • | | SERP.•SERP. All SERP benefits become immediately vested and benefits accrued up to the date of the change in control are paid out in the form of a lump sum distribution shortly after the change in control.
|
| • | | DCP. All post-2004 DCP benefits accrued up to the date of the change in control are paid in the form of a lump sum distribution shortly after the change in control.
|
| • | | Omnibus Plan. All RSUs are paid shortly after the change in control.
|
In certain cases the tax laws deny an income tax deduction to a company for payments that are contingent upon a change in control are paid out in the form of a lump sum distribution shortly after the change in control.
•DCP. All post-2004 DCP benefits accrued up to the date of the change in control are paid in the form of a lump sum distribution shortly after the change in control. (9) These amounts represent payments NEOs may be entitled to receive under the TESP, which provides severance payments to the NEOs and other executives of the Company approved by the Committee in the event of certain involuntary terminations of employment. Potential Payment Obligation Upon Termination Following a Change(10) To the extent not previously paid, the cash retention payments are payable if the Company terminates the applicable NEO's employment without Cause (as defined in Controlthe cash retention award agreement), employment is terminated by reason of permanent disability or the NEO terminates employment for Good Reason (as such term is defined in the cash retention award agreement).
| | | | | | | | | | | | | | | | | | | | | | | | Ms. Martore
($)
| | | Ms. Harker
($)
| | | Mr. Dickey
($)
| | | Mr. Lougee
($)
| | | Mr. Williams
($)
| | Pension(1) | | | 25,576,513 | | | | 0 | (4) | | | 7,579,364 | | | | 151,148 | | | | 5,514,999 | | Stock Options(2) | | | 9,554,140 | | | | 0 | | | | 2,333,290 | | | | 268,143 | | | | 209,820 | | Restricted Stock Units(3) | | | 4,691,524 | | | | 2,340,394 | | | | 2,614,038 | | | | 1,858,278 | | | | 1,454,513 | | Performance Shares(4)(9) | | | 8,334,093 | | | | 2,538,327 | | | | 2,691,166 | | | | 1,959,661 | | | | 1,480,932 | | Severance | | | 11,250,000 | | | | 2,810,000 | | | | 4,275,000 | | | | 3,093,750 | | | | 3,345,000 | | Excise Tax Gross-up | | | 9,973,662 | (5) | | | 0 | (8) | | | 3,225,239 | (5) | | | 0 | (5) | | | 2,490,559 | (5) | TOTAL(6) | | | 69,379,932 | | | | 7,688,721 | | | | 22,718,097 | | | | 7,330,980 | | | | 14,495,823 | |
(1) | These amounts reflect the full benefits payable in the event of a change in control. Of the pension amounts shown in this table, these executives would have received the following amounts upon retirement/voluntary termination absent a change in control: Ms. Martore—$17,226,992; Mr. Dickey—$5,378,196; Mr. Lougee—$147,684; and Mr. Williams—$3,967,782. |
(2) | Of the SO amounts shown in this table, these executives would have received the following amounts upon retirement/voluntary termination absent a change in control: Ms. Martore—$9,554,140; Mr. Dickey—$1,925,628; Mr. Lougee—$250; and Mr. Williams—$165. |
(3) | Of the RSU amounts shown in this table, these executives would have received the following amounts upon retirement/voluntary termination absent a change in control: Ms. Martore—$4,691,524; Ms. Harker—$0; Mr. Dickey—$1,430,438; Mr. Lougee—$1,006,061; and Mr. Williams—$797,685. |
(4) | Of the Performance Share amounts shown in this table, these executives would have received the following amounts upon retirement/voluntary termination absent a change in control (assuming payout at 100% of the target amount with the payout occurring after the end of the Incentive Periods for the 2013-2015 and 2014-2016 Performance Shares): Ms. Martore—$6,342,186; Ms. Harker—$0; Mr. Dickey—$1,180,307; Mr. Lougee—$834,272; and Mr. Williams—$626,074. |
(5) | The following assumptions were used to estimate excise tax gross-up amounts for each of Ms. Martore, Mr. Dickey, Mr. Lougee and Mr. Williams: the portion of the Performance Share payment treated as a change in control payment is equal to the amount by which the Performance Share payment set forth in the table above exceeds the amount of the Performance Share payment set forth in the Retirement/Voluntary Termination table; in turn, such excess amount (which is performance-based pay) is treated as reasonable compensation for services rendered prior to the change in control. |
(6) | In addition to the amounts reported in this table, each NEO would receive life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the executive not been terminated. We estimate incremental costs to the Company for these benefits as follows: Ms. Martore—$161,993, Ms. Harker—$32,778, Mr. Dickey—$212,487, Mr. Lougee—$133,808, and Mr. Williams—$210,970. Each NEO would also receive a lump sum distribution in the amount shown in the DCP table on page 55. Each NEO also would receive post-termination perquisites with the same respective values described in footnotes 1 and 2 to the Retirement/Voluntary Termination table. |
(7) | The amount shown for Ms. Harker reflects the fact that she does not participate in the GRP or the SERP. |
(8) | Ms. Harker is not entitled to receive an excise tax gross-up under the TCP. In the event that Ms. Harker is subject to the excise tax under Code Section 4999, her change in control benefits will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put her in a better after-tax position. The full amount of Ms. Harker’s severance is reflected in the Table. |
(9) | The amounts shown in this row represent the value of Performance Shares assuming payout on December 28, 2014 at 100% of the target amount for the grants made on January 1, 2013 for the Company’s 2013-2015 Incentive Period and 178% of the target amount for the grants made on
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| January 1, 2014 for the Company’s 2014-2016 Incentive Period, in each case reflecting the Company’s TSR relative to its applicable TSR Peer Group Companies as of December 28, 2014 and assuming a per share stock value of $31.76, the closing price of a share of Company stock on December 26, 2014. The value of the actual payouts will depend upon the Company’s TSR relative to its applicable TSR Peer Group companies at the time of any change in control of the Company and the price of a share of Company stock on the payout date.
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Other Potential Post-TerminationSeparation Payments to Ms. Martore under her Employment Contract and toHarker
Under the terms of Ms. Harker's August 2, 2023 Transition Agreement with the Company, Ms. Harker underresigned from her Termination Benefits Agreement. The Company may terminate the employment of Ms. Martore or Ms. Harker for “good cause.” “Good cause” means (1) an intentional, non-incidental, misappropriation of funds or property of the Company by the executive; (2) unreasonable and persistent neglect or refusal by the executive to perform the duties described in Ms. Martore’s employment contract or Ms. Harker’s termination benefits agreement, which she does not remedy within 30 days after receipt of written notice; (3) the material breach by the executive of certain provisions of Ms. Martore’s employment contract or Ms. Harker’s termination benefits agreement, which she does not remedy within 30 days after receipt of written notice; or (4) conviction of the executive of a felony. In the event of termination of employment for good cause, the executive would not receive any post-termination payments or benefits, with the exception of vested pension benefits, which would be payable at times and in amounts as described in the Retirement/Voluntary Termination disclosure section, certain other vested rights (e.g., 401(k) Plan and DCP benefits) and, in the case of Ms. Martore, her SOs, RSUs and Performance Shares.
Ms. Martore or Ms. Harker each may terminate her employment for “good reason.” “Good reason” would be deemed to exist if: (1) the executive is not elected or retained in her current positions (or such other senior executive position as the executive may agreeCompany's CFO as of December 31, 2023 and agreed to serve in); (2)provide consulting services to the Company actsthrough March 31, 2024 (the “Transition Period”) to materially reducesupport and assist the duties and responsibilities described in Ms. Martore’s employment contract or Ms. Harker’s termination benefits agreement; or (3) the Company materially breaches the applicable agreement with the executive. In addition, Ms. Martore may also terminate her employment for “good reason” if the Company changes the principal geographic location of the performance of Ms. Martore’s duties away from the Washington, D.C. metropolitan area. In the event of termination of employment by the executive for “good reason” or by the Company without “good cause,” the Company would provide certain post-termination benefits in addition to the benefits afforded to them upon early retirement as described in the Retirement/Voluntary Termination disclosure section, which currently include the following:
| • | | Severance. Ms. Martore would be entitled to cash severance payments equivalent in amount to those payable to her estate, as described in the Potential Payment Obligation Upon Death disclosure section. Pursuant to Ms. Harker’s termination benefits agreement, Ms. Harker would be entitled to a cash severance payment in an amount equal to the sum of (a) her annual base salary in effect on the date of termination, and (b) her most recent annual bonus as of the date of termination.
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Potential Payment Obligation Upon Involuntary Termination In Connection with or Following Potential Publishing Spin-Off
The Company has adopted the Gannett Leadership Team Transition Severance Plan (GLT-TSP) to promote certainty and minimize disruption for certain senior executives, other than Ms. Martore, in connection with the potential spin-off of the Company’s publishing business (and its affiliated digital platforms) into a new, independent, publicly-traded company. (The spin-off will not constitute a change in control under the TCP.)successor CFO. Ms. Harker will be eligible to participatereceive the post-employment payments described below following her March 31, 2024 retirement. Ms. Harker's payments will be delayed for six months from the date of her separation from the Company if and to the extent necessary to comply with applicable U.S. federal income tax rules under Section 409A of the Internal Revenue Code.
•Retention Bonus. If Ms. Harker continues employment with the Company through the end of the Transition Period and satisfactorily provides the consulting services described above, the Company will pay her a lump sum cash retention payment in theGLT-TSP upon amount of $1,000,000 (the “Retention Bonus”) within 15 days following such date. Ms. Harker will receive a prorated Retention Bonus if her employment is terminated due to death or disability prior to March 31, 2024, and the expiration of her existing Termination Benefits Agreements. Under the GLT-TSP,full Retention Bonus if she is terminated without cause prior to March 31, 2014. No Retention Bonus shall be paid in the event of an involuntaryany other termination without “cause”of employment for any other reason prior to March 31, 2024 or if Ms. Harker fails to satisfactorily provide the services outlined in connectionher Transition Agreement. •Severance Payment. If Ms. Harker remains employed through the end of the Transition Period, the Company will waive the 120-day notice requirement in her retention agreement with the spin-offCompany dated as of May 4, 2017 (“2017 Retention Agreement”), and her retirement as of March 31, 2024 will be treated as a “qualifying termination” under the TESP as outlined in the 2017 Retention Agreement. In such an event, Ms. Harker will be entitled to receive a severance payment under the TESP equal to $2,225,000. •Restricted Stock Units. A prorated portion (based on the number of full months worked during the term of the Company’s publishingapplicable grant) of all Company restricted stock units granted to Ms. Harker's as of the date of her termination, and subsequently be settled in shares of COmpany stock. Based on an assumed value per underlying share of common stock of $15.30 (the closing price of a share of Company stock on December 29, 2023, the last business day of 2023 and coinciding with Ms. Harker's last day as an executive officer of the Company at the end of 2023), the aggregate value of the Company restricted stock units that takes placewill vest as of March 31, 2024, the expected date of Ms. Harker’s retirement from the Company, is $686,725. •Performance Shares. A prorated portion (based on the number of full months Ms. Harker worked during the term of the applicable grant) of all Company Performance Shares granted to Ms. Harker will vest as of the date of her termination, and subsequently be settled in shares of Company stock. Ms. Harker will receive the value the 2022-2023 Performance Shares no later than March 2025 and she will receive the value of the 2023-2024 Performance Shares no later than March 2026. The value of the 2023-2024 Performance Shares will be determined based on the Company's actual performance for each performance metric. Based on the actual 74.6% performance level for the 2022-2023 Performance Shares and assuming performance at target levels (i.e., 100%) for the 2023-2024 Performance Shares, at an assumed value per underlying share of common stock of $15.30 (the closing price of a share of Company stock on December 29, 2023, the last business day of 2023 and coinciding with Ms. Harker's last day as an executive officer of the Company at the end of 2023), as of March 31, 2024, the expected date of Ms. Harker’s retirement from the Company, the aggregate value of Ms. Harker's 2022-2023 and 2023-2024 Performance Shares is $1,321,538. •2024 Annual Bonus. Pursuant to the terms of her Transition Agreement, Ms. Harker is not entitled to receive a prorated 2024 annual bonus for the portion of 2024 that elapsed prior to the first anniversarydate of her separation.
| | 54 I 2024 PROXY STATEMENT |
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| Executive Compensation: CEO Pay Ratio |
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37 CEO Pay Ratio We are providing the following information to comply with Item 402(u) of Regulation S-K: The 2023 total compensation of our CEO was $10,965,633. During 2023, there were no changes to our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio calculations and disclosure. Accordingly, consistent with SEC regulations, we have calculated and presented the CEO pay ratio for 2023, below, on the basis of the spin-off,same median employee identified as of December 31, 2021. As previously reported in our 2022 and 2023 proxy statements, to determine the executive would be entitledmedian employee, we first identified five possible median employees as of December 31, 2021 using our workforce of approximately 6,200 full, part-time and temporary employees as of December 31, 2021 and analyzing compensation paid in the form of base salary, bonus, commissions and sales incentives for the prior 12-month period. We then calculated 2023 total compensation for the five possible median employees based on the proxy rules for determining the annual compensation of NEOs and selected the median employee based on such calculations. The 2023 total compensation of the median employee so selected, including base salary, bonus, and 401(k) matching contributions, was $66,676. The resulting ratio of our CEO’s 2023 total compensation to the 2023 total compensation of the median employee was 165 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
| | 2024 PROXY STATEMENT I 55 |
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| Executive Compensation: Pay Versus Performance |
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Pay Versus Performance The following post-termination severance benefittable sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO NEOs, including the compensation actually paid (“CAP”) to our PEO and Average CAP to our non-PEO NEOs, as determined in additionaccordance with SEC rules; total shareholder return (“TSR”); net income (loss); and Adjusted EBITDA for the years ended December 31, 2023, 2022, 2021, and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed
$100 Investment
Based on: | | | | | | Year | Summary
Compensation
Table Total
for PEO(1) | | Compensation
Actually Paid
to PEO(1)(2) | | Average
Summary
Compensation
Table Total for
Non-PEO NEOs(1) | | Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(2) | | TSR(3) | | Peer
Group
TSR(3) | | Net Income
(in thousands) | | Adjusted EBITDA
(in thousands)(4) | | 2023 | $ | 10,965,633 | | $ | 5,523,466 | | $ | 2,387,339 | | $ | 836,443 | | $ | 98.22 | | $ | 91.00 | | $ | 476,724 | | $ | 742,340 | | 2022 | $ | 7,271,600 | | $ | 9,933,343 | | $ | 2,676,808 | | $ | 3,360,805 | | $ | 134.49 | | $ | 105.70 | | $ | 630,469 | | $ | 1,131,903 | | 2021 | $ | 6,958,477 | | $ | 12,922,984 | | $ | 2,485,626 | | $ | 3,938,236 | | $ | 115.72 | | $ | 115.29 | | $ | 476,955 | | $ | 948,110 | | 2020 | $ | 6,713,385 | | $ | 6,052,469 | | $ | 2,506,481 | | $ | 2,081,797 | | $ | 85.36 | | $ | 94.71 | | $ | 482,778 | | $ | 1,024,293 | |
(1)Mr. Lougee was the PEO for all of the years ended December 31, 2023, 2022, 2021, and 2020. Ms. Harker and Ms. Beall, were the Non-PEO NEOs for the years ended December 31, 2023, 2022, 2021 and 2020. Mr. Harrison was a Non-PEO NEO for the years ended December 31, 2022, 2021, and 2020. He resigned from TEGNA in 2023. Ms. Fisher was hired by TEGNA in 2023 and was a Non-PEO NEO for the year ended December 31, 2023. (2)The following table sets forth the amounts that are deducted from, and added to, the benefits he or she would receive upon early retirementSummary Compensation Table total compensation to calculate the Compensation Actually Paid (CAP), as describeddetermined in the Retirement/Voluntary Termination disclosure section: the former executive would be entitled to a severance payment payable in one lump sum cash payment in an amount equalaccordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs for the years ended December 31, 2023, 2022, 2021, and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | PEO | | Average for Non-PEO- NEOs | | | 2023 | | 2022 | | 2021 | | 2020 | | 2023 | | 2022 | | 2021 | | 2020 | | Summary Compensation Table total | $ | 10,965,633 | | $ | 7,271,600 | | $ | 6,958,477 | | $ | 6,713,385 | | $ | 2,387,339 | | $ | 2,676,808 | | $ | 2,485,626 | | $ | 2,506,481 | | Stock awards: (a) | | | | | | | | | | | | | | | | | Less: Stock awards (as reported on the Summary Compensation Table) | $ | (8,475,002 | ) | $ | (4,875,013 | ) | $ | (4,387,505 | ) | $ | (4,387,505 | ) | $ | (1,481,253 | ) | $ | (1,375,002 | ) | $ | (1,126,503 | ) | $ | (1,111,498 | ) | Plus: | | | | | | | | | | | | | | | | | The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year | $ | 7,575,956 | | $ | 4,574,871 | | $ | 4,495,908 | | $ | 4,356,277 | | $ | 1,121,723 | | $ | 1,290,493 | | $ | 1,154,794 | | $ | 1,103,722 | | The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year | $ | (2,960,427 | ) | $ | 1,525,353 | | $ | 4,716,432 | | $ | (422,478 | ) | $ | (427,491 | ) | $ | 369,748 | | $ | 1,102,364 | | $ | (143,482 | ) | The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year | $ | (1,532,272 | ) | $ | 1,436,532 | | $ | 1,145,137 | | $ | (136,216 | ) | $ | (269,995 | ) | $ | 398,757 | | $ | 322,680 | | $ | (50,389 | ) | Less: | | | | | | | | | | | | | | | | | The fair value at the end of the prior year for awards granted in prior years that forfeited during the current year | - | | - | | - | | - | | $ | (422,359 | ) | - | | - | | - | | The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. | $ | (50,421 | ) | - | | $ | (5,465 | ) | $ | (70,994 | ) | $ | (71,520 | ) | - | | $ | (725 | ) | $ | (223,037 | ) | Compensation actually paid | $ | 5,523,466 | | $ | 9,933,343 | | $ | 12,922,984 | | $ | 6,052,469 | | $ | 836,443 | | $ | 3,360,805 | | $ | 3,938,236 | | $ | 2,081,797 | |
product
(a)Includes Performance Share and RSU awards. (3)TSR assumes that an investment of (a) a severance multiple$100 was made in our Common Stock and (b)in each Peer Group company on December 31, 2019 and that all dividends were reinvested, and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the sumbeginning and end of the participant’s annual base salarymeasurement period by the share price at the beginning of the measurement period. Our peer group includes E.W. Scripps Company, Gray Television, Inc., Nexstar Media Group, Inc., and annual bonus earnedSinclair Broadcast Group, Inc. (collectively, the “Peer Group”).
(4)Adjusted EBITDA is a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our business. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net (loss) income attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) interest income, (5) equity loss in unconsolidated investments, net, (6) other non-operating items, net, (7) the Merger termination fee, (8) M&A-related costs, (9) advisory fees related to activism defense, (10) asset impairment and other, (11) employee retention costs, (12) depreciation and (13) amortization of intangible assets.
| | 56 I 2024 PROXY STATEMENT |
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| Executive Compensation: Pay Versus Performance |
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(5)Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO NEOs to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2023, 2022, 2021, and 2020:
| | 2024 PROXY STATEMENT I 57 |
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| Executive Compensation: Pay Versus Performance |
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(6)The following table provides a list of the most important financial performance measures used by the Company to link CAP to Company performance for the most recentrecently completed fiscal yearyear.
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| Free cash flow |
| Revenue |
| | 58 I 2024 PROXY STATEMENT |
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Proposal 3—Approval, on an Advisory Basis, of the Company preceding the termination (or, if greater, the average annual bonuses earned over the three fiscal yearsCompensation of the Company preceding the termination). The severance multiple is 1.0 for participants with less than 15 years of service with the Company (including Ms. Harker, upon her eligibility to participate, and Mr. Lougee), and 1.5 for participants with 15 or more years of service (including Mr. Dickey and Mr. Williams). Receipt of severance benefits would be conditionedOur Named Executive Officers (Proposal 3 on the participant signing a separation agreement that includes a release of claims in favor of the Company, the spin-off company and their respective affiliates and contains customary post-employment restrictive covenants.proxy card) PROPOSAL 5—APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As required by Section 14A of the Dodd-FrankExchange Act, we are asking shareholders to approve, on an advisory basis, the compensation of the Company’s named executive officers (NEOs) as described in the “Compensation Discussion and Analysis” and the related executive compensation tables, notes and narrative included on pages 27-6524-58 of this Proxy Statement. As described above in the “Compensation Discussion and Analysis” section of this Proxy Statement, the ExecutiveLeadership Development and Compensation Committee oversees the Company’s executive compensation programs and supports compensation policies that place a heavy emphasis on pay for performance. The ExecutiveLeadership Development and Compensation Committee also recognizes the importance of competitive compensation programs that are essential to recruiting and retaining the key executive talent needed to drive shareholder value. Our shareholders have the opportunity each year to provide their perspective on the compensation of our NEOs through the annual advisory vote on executive compensation. We believe our executive compensation plans, principles and programs, as currently structured and as implemented, for 2014, strongly align the interests of our NEOs with those of our shareholders and also permit the Company to attract, retain and motivate talented executives. We urge you to read the “Compensation Discussion and Analysis” beginning on page 2724 of this Proxy Statement, which describes in more detail the principles that guide the Committee’s compensation decisions and the components of our executive compensation plans and programs, as well as the Summary Compensation and other related executive compensation tables and narrative, beginning on page 4844 of this Proxy Statement, which provide detailed information on the compensation of our NEOs.
The Board of Directors unanimously recommends that the shareholders of the Company vote FOR adoption of the following resolution:
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The Board of Directors unanimously recommends that the shareholders vote “FOR” adoption of the following resolution:
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“RESOLVED, that the shareholders of Gannett Co.,TEGNA Inc. approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related discussion.” The approval of this Proposal 5 on an advisory basis requires the affirmative vote of a majority of the votes that could be cast by the shareholders present in person or represented by proxy and entitled to vote at the Annual Meeting. While the advisory vote we are asking you to cast is non-binding, the Company’s ExecutiveLeadership Development and Compensation Committee and the Board value the views of our shareholders and will take the outcome into account when considering future compensation decisions affecting our NEOs.
| | 2024 PROXY STATEMENT I 59 |
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Proposal 4—Company Proposal Regarding the Shareholder Right to Call a Special Shareholder Meeting (Proposal 4 on the proxy card)
Background of the Proposal: Collecting Shareholder Input
At least once every six years,our 2022 Annual Meeting, our shareholders approved a shareholder proposal for the creation of a shareholder right to call a special shareholder meeting. The 2022 Annual Meeting took place during the pendency of the Standard General transaction, during which the Company did not conduct its usual robust shareholder engagement. Therefore, the Company did not have the opportunity to discuss with its shareholders their perspectives on the special meeting right prior to the vote.
Our Board views shareholder feedback as a critical input to its regular, comprehensive review of the Company’s governance practices, and has a track record of responding to shareholders’ feedback based on input gathered during direct engagement conversations. Accordingly, as outlined in our 2023 proxy statement, given the limitations on our ability to engage with shareholders leading up to to our 2023 Annual Meeting, the Board committed to having meaningful engagement with our shareholders prior to our 2024 Annual Meeting to collect direct feedback regarding their viewpoints on the special meeting right. In the lead up to and following our 2023 Annual Meeting, we are required byreinitiated our shareholder engagement program and sought shareholder input on the Dodd-Frank Actspecial meeting right in those discussions. Building on our track record of incorporating shareholder feedback, the Board was committed to provideresponding to both the vote and the specific input gathered during shareholder engagement.
We contacted 15 of our largest shareholders in the lead up to and following the 2023 Annual Meeting, which, at the time of our outreach, collectively held approximately 56% of our common stock. The Board Chair, on behalf of the Board, and members of the Company’s senior management team, including, among others, our CEO and CFO, spoke with nine of such shareholders, including seven of our top ten largest shareholders that, at the time of those meetings, collectively held approximately 43% of our common stock.
During our engagement meetings, the shareholders we consulted generally expressed their support for the creation of an appropriately tailored and structured shareholder right to call a special meeting. Specifically, all but one of the investors we engaged, collectively holding, at the time of such meetings, approximately forty-two percent (42%) of our common stock, indicated they believed a twenty-five percent (25%) threshold with a one-year holding period requirement was appropriate for TEGNA. One investor indicated that while it would prefer a ten percent (10%) threshold, it was most focused on the Board establishing a special meeting right.
Given this feedback and in light of management and the Board’s comprehensive review of current corporate governance practices, our Board determined a shareholder special meeting right with a twenty-five percent (25%) threshold and one-year holding period requirement with other customary safeguards, as further outlined below, is appropriate for our company.
Management Proposal
After careful consideration of the shareholder feedback described above, the implications of special meetings, TEGNA’s specific history, and the other avenues through which TEGNA provides shareholders an opportunity to cast a non-binding, advisory vote onshare perspectives and feedback with the frequency of future advisory votes on executive compensation. At our 2011 annual meeting, our shareholders voted in favor of holding such advisory votes on an annual basis. Accordingly, at that time,Company and Board, the Board determinedhas approved, and recommends that shareholders approve, amendments to our Certificate of Incorporation to permit shareholders holding at least twenty-five percent (25%) of our common stock continuously for at least one year to call a special meeting of shareholders.
Special meetings require the Company’s policy willexpenditure of considerable time, effort and resources, and diversion of Board and management time away from overseeing and running our business. Accordingly, special meetings called by shareholders should be limited to include an advisory vote on executive compensationcircumstances where shareholders holding a meaningful position in the Company’s common stock believe a matter is sufficiently urgent or extraordinary to justify considering such matters between annual meetings. The Board considered this, TEGNA’s experience with the distraction a proxy contest has the potential to create, and TEGNA’s history of singular investors holding more than ten percent (10%) of our common stock in evaluating the appropriate threshold for TEGNA.
We believe that a 25% threshold strikes the right balance of offering shareholders an opportunity to call special meetings in select situations and avoiding the risk of imprudent use of Company resources to address issues that can be handled at an annual meeting. Indeed, as of December 31, 2023, among the 362 S&P 500 companies that permit shareholders to call a special meeting, approximately 47 percent have set their special meeting right threshold at twenty-five percent (25%) or higher.
| | 60 I 2024 PROXY STATEMENT |
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| Proposal 4: Company Proposal regarding the Shareholder Right to Call a Special Shareholder Meeting |
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The proposed Fifth Restated Certificate of Incorporation of the Company is attached as Appendix A to this Proxy Statement. The amendments contemplated by this Proposal 4 are set forth in Article FIFTH, Section 5 and Article SEVENTH of Appendix A. If our shareholders approve this Proposal, we will promptly file an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, upon which the amendment to our Certificate of Incorporation will become effective.
If shareholders approve this Proposal 4 and Proposal 5 described in this Proxy Statement, we intend to file a single Fifth Restated Certificate of Incorporation that addresses the amendments contemplated by both Proposals.
Contingent upon the effectiveness of this proposed amendment to our Certificate of Incorporation, the Board will effect certain corresponding changes to our By-laws to provide appropriate procedures for the calling of special shareholder meetings. Such amendments to the By-laws will ensure, among other things, that meaningful disclosure is provided to the Company and our shareholders and that, in order to avoid redundancy, special meetings are not held in close proximity to our annual meeting and/or other shareholder meetings in which a similar item was considered. Shareholder feedback was taken into account in designing these elements. In particular, amendments to our By-laws would include:
•Ownership threshold and “net long” elements: Requesting shareholders must hold the requisite ownership threshold of 25% in “net long” shares, defined in accordance with the definition of “ownership” set forth in our By-laws’ proxy materials every year untilaccess provision. •Holding period: Shareholders requesting a special meeting must have held the requisite percentage of shares continuously for one year. In addition, such requesting shareholders must maintain that position through the date of the special meeting. •Blackout periods: A request for special meeting may not be delivered (1) during the period commencing 90 days prior to the first anniversary of the immediately preceding annual meeting and ending on the date of the next annual meeting, (2) beginning on the 60th day after the earliest valid special meeting request relating to an identical or substantially similar item other than election or removal of directors (a “Similar Item”) and ending on the one-year anniversary of such earliest date, (3) within 90 days before a shareholder meeting at which a Similar Item will be submitted for shareholder approval, or (4) within 180 days after a shareholder meeting at which a Similar Item was presented. •Other invalidity: A request for special meeting will not be accepted and will be ineffective if it (1) does not comply with the relevant provisions of our By-laws and/or our Certificate of Incorporation, (2) relates to an item of business that is not a proper subject for shareholder action under applicable law, or (3) was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law. •Information required: Requesting shareholders must provide, among other things, the same information required frequencyunder our By-laws’ advance notice provisions.
Vote Required
The affirmative vote is held. PROPOSAL 6—SHAREHOLDER PROPOSAL REGARDING VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE OF CONTROL
The International Brotherhood of Teamsters, 25 Louisiana Avenue, NW, Washington, DC 20001,the holders of at least a beneficial ownermajority of 180 shares ofthe outstanding common stock of the Company has notified the Company that it intends to present a proposal at the Annual Meeting. The textis required for approval of the proposed amendments to the Certificate of Incorporation.
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The Board of Directors unanimously recommends that shareholders vote “FOR” the Company proposal regarding the shareholder right to call a special shareholder meeting.
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| | 2024 PROXY STATEMENT I 61 |
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Proposal 5—Company Proposal Regarding Officer Exculpation (Proposal 5 on the proxy card) Background Effective August 1, 2022, the State of Delaware, which is our state of incorporation, enacted legislation that permits Delaware corporations to in limited circumstances, exculpate certain officers from certain liabilities incurred in the execution of their duties to the company, thereby expanding a protection that is already granted to directors. As this protection previously did not extend to officers, shareholder plaintiffs have employed a tactic of bringing certain claims against officers that would otherwise be exculpated if brought against directors to avoid dismissal of such claims. In light of this legislation, our Board has approved and supporting statementrecommends that our shareholders approve an amendment to our Certificate of Incorporation to add a provision exculpating certain of our officers from liability in specific, limited circumstances, as receivedpermitted by the Company,Delaware law. The new Delaware legislation only permits, and our proposed amendment would only permit, exculpation for which the Board of Directors accepts no responsibility, is set forth below. Proposal 6 will be voted on at the 2015 Annual Meeting only if properly presenteddirect claims (as opposed to derivative claims made by orshareholders on behalf of the International Brotherhood of Teamsters. Approval of this precatory proposal requires the affirmative vote of a majorityCompany) and would not apply to breaches of the shares presentduty of loyalty, acts or omissions not in persongood faith or represented by proxy atthat involve intentional misconduct or a knowing violation of law, or any transaction in which the Annual Meeting. Abstentions will be counted as presentofficer derived an improper personal benefit. The rationale for purposesso limiting the scope of this voteliability is to strike a balance between shareholders’ interest in accountability and therefore will havetheir interest in our Company being able to attract and retain quality officers to work on its behalf.
Reasons for Approving the same effect as a vote against this shareholder proposal. Broker non-votes will not be entitledAmendment to vote on this proposal.our Certificate of Incorporation The Board of Directors unanimously opposes this proposal for the reasons stated after this proposalGovernance, Public Policy and supporting statement. Proposal (as received)
“RESOLVED: The shareholders ask the Board of Directors to adopt a policy that in the event of a change in control (as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive, provided, however, that the Board’s CompensationCorporate Responsibility Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial,pro rata basis up to the time of the senior executive’s termination, with such qualifications for an award as the Committee may determine.”
“For purposes of this Policy, “equity award” means an award granted under an equity incentive plan as defined in Item 402 of the SEC’s Regulation S-K, which addresses elements of executive compensation to be disclosed to shareholders. This resolution shall be implemented so as not affect any contractual rights in existence on the date this proposal is adopted, and it shall apply only to equity awards made under equity incentive plans or plan amendments that shareholders approve after the date of the 2015 annual meeting.”
Supporting Statement
“Gannett Co., Inc. (“the Company”), allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change in control of the Company. We do not question that some form of severance payments may be appropriate in that situation. We are concerned, however, that current practices at the Company may permit windfall awards that have nothing to do with a senior executive’s performance.”
“According to last year’s proxy statement, a change in control at the end of the 2013 fiscal year could have accelerated the vesting of $51 million worth of equity awards to the Company’s five executive officers, with Ms. Martore, the CEO, entitled to $25.6 million out of a total personal severance package of $62 million.”
“We are unpersuaded by the argument that executives somehow “deserve” to receive unvested awards. To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a “pay for performance” philosophy worthy of the name.”
“We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards on apro rata basis as of his or her termination date, with the details of anypro rata award to be determined by the Compensation Committee.”
“This proposal, received majority support last year, the vote count was 52% in favor, yet the Company has made no changes to its policy.”
“Other major corporations, including Apple, Chevron, ExxonMobil, IBM, Intel, Microsoft, and Occidental Petroleum, have limitations on accelerated vesting of unearned equity, such as, providing pro rata awards or simply forfeiting unearned awards.”
“We urge you to vote FOR this proposal.”
GANNETT BOARD OF DIRECTORS RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE AGAINST THIS PROPOSAL 6.
GANNETT STATEMENT IN OPPOSITION
In February 2015, the Company adopted a policy to implement “double trigger” vesting (rather than automatic accelerated vesting) of equity awards in the event of a change in control transaction, a policy that is both consistent with market trends and feedback from our shareholders.
The Executive Compensation Committee has designed the Company’s executive compensation program to place a heavy emphasis on pay for performance and align the interests of the Company’s senior executives with those of its shareholders, with the ultimate objective of driving shareholder return. The executive compensation program has been well-received by our shareholders, who overwhelmingly approved the Company’s 2014 Say on Pay resolution with approximately 95% of the votes cast in favor of the proposal.
However, management, the Board and the Committee understand that a 95% favorable Say on Pay vote does not meanbelieves that there is no reasona need for officers to evaluate, or room to improve, the Company’s executive compensation practices and policies. Indeed, as described in the Executive Summaryremain free of the CD&A sectionrisk of financial ruin as a result of an unintentional misstep. In the absence of this Proxy Statement,exculpatory protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. This protection is becoming more commonplace, and failing to adopt the proposed amendment could potentially put the Company at a disadvantage in recruiting or retaining exceptional officer candidates. Further, the Committee regularly examines its pay practicesnoted that the proposed amendment would not negatively impact shareholder rights. Therefore, taking into account the narrow class and policies, and makes appropriate changes where warranted in the intereststype of our shareholders. That commitment is why the Company spends the time, energy and money to engage actively with its shareholders on issues, executive compensation among them, to understand both what the Company is doing well and what it can do better.
The Company’s recent shareholder engagement efforts relating to executive compensation have focused on the non-binding shareholder proposal included in the Company’s 2014 Proxy Statement, substantially identical to the non-binding proposal presented above and submitted by the same proponent, concerning the vesting of outstanding equity awards upon a change in control. That shareholder proposal was narrowly approved by 52% of the votes cast on the proposal at the 2014 annual meeting. The proposal’s terms did not request the Company to take immediate action to address it; rather, the 2014 proposal’s express language requested action only by such time as the Company next amended its 2010 Plan, and clearly stated that any actions taken by the Company to implement the proposal should not affect any contractual rights in effect on the date of adoption.
Despite not being required to do so by the express language of the proposal, managementclaims for which officers’ liability would be exculpated, and the benefits the Committee undertook a comprehensive review of equity award vesting policies upon a change in control, reflecting the Company’s commitmentbelieves would accrue to good corporate governance and the value we place on input from our shareholders. This review was well underway before the current proposal was received by the Company. The original “single trigger” treatment of our equity awards was re-assessed and continued in 2010 based upon survey data from Meridian Compensation Partners, LLC, the Committee’s independent compensation consultant. Meridian’s 2010 survey data showed that “single-trigger” vesting, in full, of RSUs and Performance Shares upon a change in control was a majority practice among a representative sample of S&P 500 companies selected by Meridian. However, Meridian’s 2013 survey data showed that the prevailing approach had changed, such that a majority of survey respondents then reported that vesting of their company’s RSUs and Performance Shares will only accelerate upon a change in control if the successor company does not assume the awards or the recipient has a qualifying termination of employment within two years following the date of the change in control. However, Meridian’s 2013 survey data also showed an increasing trend toward full vesting of equity awards in connection with any such acceleration, by more than a 2:1 margin.
Since the 2014 Annual Meeting of Shareholders, as part of its regular shareholder engagement program, management sought the input of shareholders about implementing changes in the Company’s policy relating to vesting of equity awards upon a change in control. The shareholders with whom we spoke expressed a range of views on this matter, but two key principles emerged from our discussions that supported the market trends identified by Meridian. It was generally agreed that vesting of equity
awards upon a change in control should not be automatic if the acquirer is willing to assume the awards. Our shareholders told us they prefer not to see automatic single-trigger vesting because it may result in significant payments to executives without requiring a continuing commitment to work for the successor company following a change in control. This could result in the loss of key talent required for the ongoing performance of the business – thereby making it less likely, in the eyes of our shareholders, that potential acquirors would be willing to offer a substantial premium for their shares in connection with a change in control transaction. We heard, instead, that our shareholders would prefer that our executives only be entitled to accelerated vesting of equity upon a change in control (1) if the successor company was unwilling to assume our existing equity awards at closing, or (2) if the successor company was willing to assume our existing equity awards at closing, but an executive’s employment was terminated after the change in control, either by the successor without cause, or by the executive for good reason (i.e. “double-trigger” vesting). Notably, the proposal would not permit the accelerated vesting of equity awards even in a circumstance where the acquirer does not desire to assume them. As a result, it could impair the Board’s ability to negotiate the best deal for its stockholders.
While there was consistent support for adopting a double-trigger approach as requested in the shareholder proposal, only a few shareholders supported pro rata vesting after a double-trigger had occurred. Most of the shareholders with which we spoke agreed that the financial interests of executives should be aligned as closely as possible with those of shareholders when faced with making critical decisions regarding a change in control situation, and our shareholders were concerned that pro rata vesting might bias executives against a transaction ifin the executives faceform of an enhanced ability to attract and retain talented officers, the prospectCommittee recommended to our Board an amendment to our Certificate of losing both their previously granted equity compensationIncorporation to provide such exculpation to the extent permitted by Delaware law. Based on this recommendation, and their employment.
The take-away fromupon balancing the foregoing considerations with our shareholder engagement efforts wascorporate governance guidelines, our Board determined that it was appropriate to revise our policy regarding vesting of equity awards following a change in control, but that the outcome sought by the shareholder proposal was not optimal for any of our constituents. Management and the Committee instead crafted a policy that would strike the appropriate balance between competing considerations: the need for the Company to motivate and retain key executives to pursue a change in control transaction in the best interests of shareholders from inception through completion; and, avoidance of payments to executives who are unwilling to make their employment services available to the successor company following completion of the change in control.
After careful review of our compensation program and taking into consideration feedback from our shareholders, the Committee approved certain changes to future grants of equity awards under the 2010 Plan. For 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, a change in control of the Company will only accelerate full vesting of equity 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. We believe our balanced approach addresses what we and our shareholders view as the primary concern of the proposal – single trigger vs. double trigger vesting – without creating a conflict of interest for senior executives whose services are unlikely to be retained following a change in control.
Accordingly, the Board, the Committee and management feel that the Company has appropriately addressed the substantive issues raised by the shareholder proposal, and are comfortable that the approach the Company has adopted is consistent with prevailing executive compensation trends and practices and the feedback we received from our shareholders. Our compensation program has received overwhelming support from our shareholders, and further changes are not warranted at this time. Therefore, the Board believes the shareholder proposal is NOT in the best interests of the Company or itsand our shareholders to amend our Certificate of Incorporation as described herein.
Vote Required The affirmative vote of the holders of at least a majority of the outstanding common stock of the Company is required for approval of the proposed amendments to the Certificate of Incorporation. The amendments contemplated by this Proposal 5 are set forth in Article EIGHTH of Appendix B. If our shareholders approve this Proposal, we will promptly file a Fifth Restated Certificate of Incorporation with the Secretary of State of Delaware, upon which the amendment to our Certificate of Incorporation will become effective. If shareholders approve this Proposal 5 and Proposal 4 described in this Proxy Statement, we intend to file a single Fifth Restated Certificate of Incorporation that addresses the amendments contemplated by both Proposals.
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The Board of Directors unanimously recommends that shareholders vote “FOR” the Company proposal regarding officer exculpation.
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Proposal 6—Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes (Proposal 6 on the proxy card) Mr. Kenneth Steiner, who holds at least 500 shares of the Company’s common stock, submitted the following proposal, supporting statement and graphic, for which we take no responsibility, and has given notice that he (or a representative) intends to present the proposal at the Annual Meeting. Mr. Steiner’s address is 14 Stoner Avenue, 2M, Great Neck, NY 11021-2100.
Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers' new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to Named Executive Officers. Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive's termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. "Estimated total value" includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon. Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests. This proposal is especially relevant because golden parachutes limits are not addressed in the TEGNA Principles of Corporate Governance. This proposal is relevant even if there are current informal golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes. This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. The topic of th is proposal received between 51% and 65% support at: FedEx Spirit AeroSystems Alaska Air Fiserv This is a shareholder proposal to improve the corporate governance of TEGNA. TEGNA shareholders gave 56% support to the 2022 shareholder proposal to give 10% of TEGN A shares the right to call for a special shareholder meeting. It will be interesting to see the Board of Directors belated announcement in this annual meeting proxy of the adoption of the 2022 special meeting shareholder proposal. Please vote yes: Shareholder Opportunity to Vote on Excessive Golden Parachutes—Proposal 6
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| Proposal 6: Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes |
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| The Board of Directors unanimously recommends that the shareholders of the Company vote “AGAINST” the Shareholder proposal seeking to give shareholders the opportunity to vote on golden parachute payments to the Company’s named executive officers. |
A similar proposal regarding ratification of executive termination pay was proposed by the same proponent in 2023 and was rejected by our shareholders, with approximately 63% of votes being cast against such proposal at our 2023 Annual Meeting. After carefully considering our shareholder voting results at our 2023 Annual Meeting and the other considerations discussed below, the Board is unanimously recommending that shareholders vote AGAINST this proposal. proposal for the following reasons:DIRECTOR COMPENSATIONIn direct response to shareholder feedback received prior to and following our 2023 Annual Meeting, we adopted the TEGNA Executive Officer Cash Severance Policy in October 2023, which limits cash severance payments for executives under new arrangements to 2.99 times base salary plus target bonus.
As further described in the “Shareholder Engagement” section of this Proxy Statement, our Board and management engaged in extensive outreach with our shareholders in 2023, actively reaching out to shareholders representing, in the aggregate, approximately 56% of our outstanding shares at the time of such outreach. Of those contacted, shareholders representing approximately 43% of our outstanding shares at the time of such outreach participated in meetings. During these discussions, our shareholders offered us valuable insights concerning a variety of topics, including executive severance arrangements. In direct response to shareholder feedback, the Board’s Leadership Development and Compensation Committee (the “Committee”) adopted the TEGNA Executive Officer Cash Severance Policy (the “Cash Severance Policy”) in October 2023. The Cash Severance Policy provides that the Company will not enter into any new employment agreement, severance agreement or separation agreement with any executive officer of the Company or establish any new severance plan or policy covering any executive officer of the Company, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without seeking shareholder ratification of such agreement, plan, or policy. Our Cash Severance Policy and other existing severance plans already provide reasonable and appropriate executive severance protections that are consistent with market practices that are supported by our shareholders. Our shareholders have already expressed their views to the Board and management on our Named Executive Officers’ compensation arrangements (including severance arrangements). In addition to having already rejected the proponent’s 2023 similar proposal, our shareholders have had the opportunity each year to provide their perspective on our existing severance plans through the annual advisory vote on executive compensation (“Say on Pay”). At our 2023 Annual Meeting, our shareholders indicated significant support for our executive compensation programs and practices with almost 95% of the shareholder votes cast supporting our “Say on Pay” proposal. The proposal also is unnecessary because our shareholders would have a further opportunity to express their views on any compensation to our Named Executive Officers in connection with any merger, acquisition, consolidation or proposed sale or other disposition of all or substantially all our assets. By including long-term incentive awards in the calculation of the proposed limit on severance or termination benefits, the proposal is out of sync with market practices, inconsistent with our shareholder-approved equity plan and shareholder feedback, and could create increased risk for shareholders by creating a misalignment between our executives and our shareholders during a change-in-control transaction. The proposal seeks to include “equity awards if vesting is accelerated” in the proposed limit on severance or termination payments. Such accelerated vesting is expressly contemplated under the Company’s 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”). Moreover, we engaged on this specific topic with our shareholders in 2023 and they expressed that the treatment of equity upon separation should not be taken into account when setting limits on executive severance arrangements. The proposal would set an arbitrary cap that would be inconsistent with both our 2020 Plan and the feedback we have received from shareholders. As described in this Proxy Statement, we consider long-term equity awards an important element of our executive compensation program because they foster shareholder ownership and reward strong performance over multiple years, which in turn drives sustainable value creation for our shareholders. Long-term equity awards also help us to recruit and retain executive talent and are granted and accepted with the expectation that executives will be given a fair opportunity to realize the full value of these awards. The 2020 Plan contemplates accelerated vesting of long-term equity awards upon a qualifying termination following a change in control (double-trigger equity vesting); this provision is used by a substantial majority of public companies. If the proposal is adopted, it would require the Company to call a special meeting of shareholders to obtain shareholder approval over such accelerated vesting, which was already approved by our shareholders when they approved the 2020 Plan. The Board believes that such a requirement would be expensive, impractical and unnecessary. The proposal would impose significant limits on our use of severance protections to retain senior executives during a potential change in control and potentially impair our ability to deliver maximum shareholder value in such a transaction. The risk of job loss following a change in control, coupled with a limitation on the value that may be realized from previously granted equity awards, could present an
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| Proposal 6: Shareholder Proposal regarding Shareholder Opportunity to Vote on Excessive Golden Parachutes |
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unnecessary distraction for our senior executives and could lead them to seek the certainty of new employment while a transaction is being negotiated or is pending. This could result in a risk of the transaction not being completed or being finalized with less favorable terms for shareholders. By effectively eliminating an important retention tool by requiring shareholder approval of termination payments, including the value of accelerated vesting of long-term equity awards, the proposal could result in a weakened alignment between the interests of our executives and those of our shareholders in a change in control transaction and create increased risk to our shareholders. It could also have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a competitive disadvantage against other companies that do not face similar restrictions or uncertainty regarding their ability to offer termination protection. The proposal would unduly restrict the Board’s ability to appropriately structure compensation programs. Our executive compensation program is designed and continually refined by the Committee — which is composed entirely of independent directors and advised by an independent compensation consultant — to attract and retain executive talent in order to maximize long-term value creation for our shareholders. The proposal, if adopted, would limit the Committee’s discretion and therefore its flexibility to tailor our executive compensation programs to our needs at any given time. In sum, our Board believes that the Committee has designed our current executive compensation policies and practices to be reasonable, consistent with market norms, and appropriate, while effectively aligning the interests of our executives with those of our shareholders. The Board remains committed to ensuring shareholder input is incorporated in decisions regarding executive compensation programs, as exhibited by the adoption of the Cash Severance Policy in October 2023. The proposal, if adopted, could prevent the Company from effectively recruiting, motivating and retaining critical talent, and restrict the Board’s ability to structure compensation programs appropriately, and therefore would not be in the best interests of our shareholders. For these reasons, the Board recommends a vote AGAINST this proposal.
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Director Compensation The compensation year for non-employee directors begins at each Annual Meeting of shareholders and ends at the following Annual Meeting of shareholders. The Leadership Development and Compensation Committee annually reviews the compensation program for non-employee directors with the assistance of Meridian, which provides a report evaluating the program relative to market practices. For each director compensation year, the Company paidcurrently pays its directors the following for the 2014-2015 director compensation year: following: • an annual retainer of $175,000, payable 50% in cash$100,000; •an additional annual retainer fee of $20,000 to each of the chairs of the Governance, Public Policy and 50%Corporate Responsibility Committee and the Leadership Development and Compensation Committee, an additional annual retainer fee of $30,000 to the chair of the Audit Committee, and an additional annual retainer fee of $150,000 to the independent Chair of the Board; •an annual equity grant in the form of a long-term award of restricted sharesstock units with a grant date value equal to $87,500, granted on$150,000, which grant may be deferred under the first day of the compensation year;Deferred Compensation Plan (DCP); an additional annual retainer fee of $15,000 to committee chairs (other than the chair of the Executive Committee) and an additional annual retainer fee of $100,000 to the independent Chairman of the Board;
travel accident insurance of $1,000,000; and • a match from the GannettTEGNA Foundation of charitable gifts made by directors up to a maximum of $10,000 each year. All cash retainers are payable in cash quarterly and may be deferred under the DCP. The cash portion of a director’s retainer feeannual equity grant is paid quarterly during the compensation year. However, directors may elect to receive the cash portion of their retainer fees in restricted shares valued at 110% of the applicable cash fee, based on the closing market value of the Company’s stock on the grant date. Restricted shares received in lieu of the cash portion of a director’s retainer fee vest at a rate of 1/4th of the shares per quarter after the grant date, receive dividends and are held by the Company for the benefit of the director until the director leaves the Board, at which time vested shares are delivered to the director. The equity portion of the retainer fee is grantedmade to directors on the first day of the compensation year for directors. These awards of restricted sharesstock units vest at a rate of 1/36th4th of the shares per month,quarter after the grant date (except that with respect to the 2023-2024 Board compensation year, the restricted stock units vest at a rate of 1/3 of the shares per calendar quarter after the grant date), receive dividends or, if deferred, dividend equivalent rights. Oncerights and, once fully vested, these restricted shares shallwill be held by the Company for the benefit of the director until the director leaves the Board and shall be transferredpaid to the director on that date.the first anniversary of the grant date (unless the director has elected to defer his or her restricted stock units under the DCP), subject to the Company’s stock ownership guidelines for directors described below.
IfRestricted stock units will fully vest if a non-employee director retires from the Board due to the age of service limitations set forth in the Company’s By-laws allor if the director leaves the Board because of the director’s restricted shares shall fully vest upon such retirement, and SOs held by a director who has served at least three years shall fully vest upon such retirement.death or disability. Restricted shares and SOsstock units also automatically vest upon a change ofin control of the Company. When a non-employee director leaves the Board for any other reason, the director’s unvested restricted shares and unvested SOsstock units are forfeited, except that, if the director leaves after having completed (i) at least three full years of service on the Board, the director’s SOs will vest for one additional year and the director will have that extra year to exercise any vested SOs, (ii) at least six full years of service on the Board, the director’s SOs will vest for two additional years of added vesting and exercise time, and (iii) nine or more full years of service on the Board, the director’s SOs will vest for three additional years and exercise time. All unvested SOs will continue to vest during such post-termination exercise period in accordance with the original vesting schedule.forfeited.
Directors may elect to defer their cash retainer and/or restricted share feesannual equity grant under the DCP, which for cash fee deferrals provides for the same investment choices, including mutual funds and a GannettTEGNA stock fund, made available to other DCP participants. Fees paid as restricted shares andAnnual equity grants deferred at the election of the director must be invested in the GannettTEGNA stock fund of the DCP. The Committee amended the Company’s Principles of Corporate Governance, effective as of December 9, 2014, to eliminate a prior requirement that new directors purchase at least 1,000 shares of Company stock upon joining the Board of Directors. Instead, the Company’s stock ownership guidelines will encourage directors to own, directly, beneficially, or through the Company’s Deferred Compensation Plan,DCP, a number of shares having an aggregate value of at least three times the value of the director’s cash retainer. Directors are expected to hold all shares received from the Company as compensation until they meet their stock ownership guideline. All of our non-employee directors have met their stock ownership guideline.The following table shows the compensation paid to our independent directors for the fiscal year ended December 28, 2014. Ms. Martore received no31, 2023. Mr. Lougee did not receive separate compensation for herhis service as a director and therefore is not included in the following table.tables.
| | | | | | | | | | | | | | | | | Name
| | Fees
Earned or
Paid in
Cash
($)(1)
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Awards
($)(1)
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Compensation
($)(2)
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($)
| | John E. Cody(3) | | | 92,500 | | | | 104,000 | | | | 10,000 | | | | 206,500 | | Howard D. Elias(3) | | | 10,000 | | | | 183,750 | | | | 0 | | | | 193,750 | | Lidia Fonseca(4) | | | 0 | | | | 80,208 | | | | 0 | | | | 80,208 | | John Jeffry Louis | | | 0 | | | | 200,250 | | | | 10,000 | | | | 210,250 | | Marjorie Magner | | | 125,000 | | | | 87,500 | | | | 10,000 | | | | 222,500 | | Scott K. McCune | | | 87,500 | | | | 87,500 | | | | 0 | | | | 175,000 | | Duncan M. McFarland(3)(5) | | | 34,167 | | | | 0 | | | | 0 | | | | 34,167 | | Susan Ness | | | 87,500 | | | | 87,500 | | | | 2,100 | | | | 177,100 | | Tony A. Prophet(3) | | | 0 | | | | 183,750 | | | | 10,000 | | | | 193,750 | | Neal Shapiro(3) | | | 92,500 | | | | 104,000 | | | | 10,000 | | | | 206,500 | |
(1) | Amounts shown in these columns reflect the compensation paid to each director in 2014 | | | | | Name | Fees Earned or
Paid in Cash
($)(1) | Stock
Awards
($)(2) | All Other
Compensation
($)(3) | Total
($) | Gina L. Bianchini (4) | 108,334 | 150,000 | 0 | 258,334 | Howard D. Elias (4) | 593,334 | 150,000 | 10,000 | 753,334 | Stuart J. Epstein | 118,334 | 150,000 | 10,000 | 278,334 | Lidia Fonseca (5) | 79,620 | 0 | 0 | 79,620 | Karen H. Grimes | 108,334 | 150,000 | 0 | 258,334 | Scott K. McCune | 130,000 | 150,000 | 10,000 | 290,000 | Henry W. McGee (4) | 130,000 | 150,000 | 10,000 | 290,000 | Bruce P. Nolop (5) | 103,506 | 0 | 0 | 103,506 | Neal B. Shapiro (4) | 108,334 | 150,000 | 10,000 | 268,334 | Melinda C. Witmer (4) | 123,334 | 150,000 | 10,000 | 273,334 |
(1)Amounts shown in this column reflect the cash compensation earned by each director for 2023, in each case based upon the form in which the director elected to receive his or her meeting fees, retainer fees and long-term award during the 2013-2014 director compensation period and his or her retainer fees and long-term award during the 2014-2015 director compensation period. Amounts in the stock awards and options awards columns represent the aggregate grant date fair value of RSU and SO awards computed in accordance with ASC 718 based on the assumptions set forth in note 10 to the Company’s 2014 audited financial statements. |
(2) | Represents charitable gifts matched by the Gannett Foundation pursuant to the GannettMatch program. The GannettMatch program matches eligible gifts made by Company employees and directors up to an aggregate of $10,000 a year. Gifts must be made to eligible organizations, including tax exempt charitable organizations, tax exempt hospitals or medical centers, and tax exempt colleges, universities, graduate or professional schools, engineering or technical institutions and public and private preschools, elementary and secondary schools in the U.S. and its territories. |
(3) | Mr. Elias, Mr. Prophet and Mr. Shapiro each deferred all payments they received in the form of restricted stock. Mr. McFarland deferred all payments he received in the form of cash and restricted stock. Mr. Cody deferred all payments he received in the form of cash through April 2014. |
(4) | Ms. Fonseca’s cash compensation reflects the fact that she joined the Board effective July 1, 2014. |
(5) | Mr. McFarland retired from the Board on May 1, 2014. |
Director Compensation and Ownership Guidelines for 2015-2016
The Executive Compensation Committee approved a new compensation plan for the directors, effective as of the 2015 Annual Meeting, in which the Company will pay its non-employee directorsdirector elected to receive his or her retainer fees during the following:
2022-2023 and 2023-2024 director compensation periods. For Mr. Elias, this amount also includes a one-time special cash award Mr. Elias received in the amount of $345,000 as compensation for the extensive additional services hean annual retainer of $100,000, payable in cash quarterly;
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an additional annual retainer fee of $20,000 to committee chairs (other than the chair of the Executive Committee) and an additional annual retainer fee of $120,000
provided to the independent ChairmanCompany since 2020 in connection with navigating the Company's contested director elections in 2020 and 2021 and negotiating and seeking regulatory approval over the merger agreement with Standard General L.P. in 2022 and 2023. (2)Amounts shown in this column reflect the long-term equity award(s) granted to each director in 2023. The amounts in this column represent the aggregate grant date fair value of RSU awards computed in accordance with ASC 718 based on the Board;assumptions set forth in note 9 to the Company’s 2023 audited financial statements. (3) Represents charitable gifts matched by the TEGNA Foundation pursuant to the TEGNA Match program. The TEGNA Match program matches eligible gifts made by Company employees and directors up to an annual equity grantaggregate of $10,000 a year. Gifts must be made to eligible organizations, including tax exempt charitable organizations, tax exempt hospitals or medical centers, and tax-exempt colleges, universities, graduate or professional schools, engineering or technical institutions and public and private preschools, elementary and secondary schools in the U.S. and its territories. (4)For the 2022-2023 director compensation period, Ms. Witmer deferred all payments she received in the form of cash and restricted stock units and Ms. Bianchini, Mr. Elias, Mr. McGee and Mr. Shapiro each deferred all payments received in the form of restricted stock units with a grant date value equal to $125,000;units. For the 2023-2024 director compensation period, Mr. McGee deferred all payments received in the form of restricted stock units will be granted onunits. (5)Ms. Fonseca and Mr. Nolop did not stand for reelection to the firstBoard of Directors at the 2023 Annual Meeting. Each of them therefore was paid a prorated amount of her or his annual compensation for the year through her or his last day of service as a director. The annual stock awards are made at the beginning of a Board compensation year, will vest ati.e., the stock award for the 2022-2023 Board year was made in 2022. Because neither Ms. Fonseca nor Mr. Nolop was a rate of 1/4thmember of the shares per quarter after the grant date, will receive dividend equivalents and will be held by the CompanyBoard for the benefit of the director until the director leaves the2023-2024 Board at which time vested shares will be delivered to the director;year, they did not receive a stock award in 2023.
travel accident insurance of $1,000,000;
a match from the Gannett Foundation of charitable gifts made by directors up to a maximum of $10,000 each year; and
a cash deferral opportunity, using mutual fund choices and a Company stock fund.
Restricted stock units will fully vest if a non-employee director leaves the Board due to death, disability or the age of service limitations set forth in the Company’s By-laws. Restricted stock units will also fully vest and be paid out upon a change of control. Restricted stock units that are not vested on the date the director leaves will be forfeited.
OUTSTANDING DIRECTOR EQUITY AWARDS
AT FISCAL YEAR-END
| | | | 2024 PROXY STATEMENT I 67 | Name
|
|
| | | | Restricted Stock Awards
(vested/unvested) (#)
| | Stock Option Awards (#)
(exercisable/
unexercisable)
| John E. Cody
|
Outstanding Director Equity Awards at Fiscal Year-End
| | | | | Name |
| 6,903/5,188 | | 19,357/0Restricted
Stock Awards
(Vested/
Unvested) (#) | Gina L. Bianchini |
|
| 17,904 / 6,172 |
| Howard D. Elias |
| 36,003/6,375
| 117,283 / 6,172 | 23,000/6,000
| Lidia FonsecaStuart J. Epstein
|
| 1,201/1,202
| 3,086 / 6,172 | 0/0
| John Jeffry LouisKaren H. Grimes
|
| 10,454/6,678
| 3,086 / 6,172 | 60,829/6,000
| Marjorie MagnerScott K. McCune
|
| 35,643/4,885
| 26,141 / 6,172 | 0/0
| Scott K. McCuneHenry W. McGee
|
| 6,600/4,885
| 68,408 / 6,172 | 8,000/0
| Duncan M. McFarlandNeal B. Shapiro
|
| 0/0
| 102,106 / 6,172 | 0/0
| Susan NessMelinda C. Witmer
|
| 4,600/4,885
| 27,123 / 6,172 | 0/0
|
| | 68 I 2024 PROXY STATEMENT | Tony A. Prophet
|
|
| | | | 4,126/4,357
| | 0/0
| Neal Shapiro
| | 19,133/4,910 | | 45,997/6,000 |
Equity Compensation Plan Information EQUITY COMPENSATION PLAN INFORMATION
The table below sets forth the following information as of the end of the Company’s 20142023 fiscal year for (i) compensation plans previously approved by the Company’s shareholders and (ii) compensation plans not previously approved by the Company’s shareholders: (1) the number of securities to be issued upon the exercise of outstanding SOs,stock options (SOs), warrants and rights; (2) the weighted-average exercise price of such outstanding SOs, warrants and rights; and (3) other than securities to be issued upon the exercise of such outstanding SOs, warrants and rights, the number of securities remaining available for future issuance under the plans.
| | | | | | | | | | | | | Plan Category
| | Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
| | | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
| | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a))
| | | | (a) | | | (b) | | | (c) | | Equity compensation plans approved by shareholders(1) | | | 10,889,550 | | | $ | 21.8428 | (2) | | | 36,172,988 | | Equity compensation plans not approved by shareholders(3) | | | 291,641 | | | | | | | | 4,864,792 | | Total | | | 11,181,191 | | | | | | | | 41,037,780 | |
| | | | | | | | PLAN CATEGORY | Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a) | | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) | Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (A))
(c) | | Equity compensation plans approved by shareholders (1) | | 5,249,680 | | | | 13,806,026 | | Equity compensation plans not approved by shareholders (2) | | 317,317 | | | | 4,425,855 | | Total | | 5,566,997 | | | | 18,231,881 | |
(1)The equity compensation plans approved by the Company’s shareholders are the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) and the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010), as amended (the “2010 Plan”). No further grants may be made under the 2010 Plan. The number in column (a) includes 3,261,988 shares subject to outstanding unvested restricted stock unit grants, vested restricted stock grants that have not been paid and vested restricted stock units grants that have not yet been paid, and 1,987,692 shares subject to outstanding unvested Performance Share awards. The number of shares subject to outstanding unvested Performance Share awards represents the 2021 Performance Share awards at 91.1% of target (which shares were paid out on February 29, 2024 at the end of the service-based vesting period), the 2022 Performance Share awards at 74.6% of target, and the maximum number of Performance Shares issued upon vesting of the 2023 Performance Share awards. The actual number of Performance Shares issued for the 2023 Performance Share awards could be zero to 200% of the target number of Performance Shares underlying the unvested awards. Assuming the target number of Performance Shares are issued in connection with the 2023 Performance Share awards, the number of shares subject to unvested Performance Share awards would be 1,393,154 and 14,400,564 shares would remain available for future issuance under the 2020 Plan. (2)The DCP is a non-qualified plan that provides benefits to directors and key executives of the Company. The DCP has not been approved by the Company’s shareholders. The DCP is a value-neutral plan, and there will be no additional premium or matching contribution with regards to the deferred compensation. The amounts elected to be deferred by each participant are credited to such participant’s account in the DCP, and the Company credits these accounts with earnings as if the amounts deferred were invested in the Company’s stock or other selected investment funds as directed by the participant. Amounts that are not treated as if invested in the Company’s stock are distributed in cash and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. However, deferrals by directors of restricted stock or restricted stock unit grants are required to be distributed in stock under the terms of the DCP. The number in column (a) represents the number of shares credited to participants’ accounts in the DCP. The DCP does not currently include any shares to be issued upon the exercise of outstanding stock options, warrants and rights as a result of deferrals of grants made under the 2020 Plan. The table above does not include any shares that may in the future be credited to participants’ accounts in the DCP as a result of salary deferrals or transfers of other funds held in the plan. Participants in the DCP are general unsecured creditors of the Company with respect to their benefits under the plan.
| (1) | 2024 PROXY STATEMENT I 69 |
| The equity compensation plan approved by the Company’s shareholders is the 2010 Plan. The number in column (a) includes 3,006,658 shares subject to outstanding SOs, 3,682,662 shares subject to outstanding unvested restricted stock unit grants and 4,200,235 shares subject to outstanding unvested Performance Share awards. The number of shares subject to outstanding unvested Performance Share awards assumes the maximum number of Performance Shares are issued upon vesting. The actual number of Performance Shares issued could be zero to 200% of the target number of Performance Shares underlying unvested awards. Assuming the target number of Performance Shares are issued, the number of shares subject to unvested Performance Share awards would be 2,100,115 and 38,273,103 shares would remain available for future issuance under the Company’s equity compensation plans.
|
| (2) | | | Represents the weighted-average exercise price of the outstanding SOs granted under the 2010 Plan.
|
|
|
(3) | The Gannett Deferred Compensation Plan, or DCP, is a non-qualified plan that provides benefits to directors and key executives of the Company. The DCP has not been approved by the Company’s shareholders. The amounts elected to be deferred by each participant are credited to such participant’s account in the DCP, and the Company credits these accounts with earnings as if the amounts deferred were invested in the Company’s stock or other selected investment funds as directed by the participant. Amounts that are not treated as if invested in the Company’s stock are distributed in cash, and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. However, deferrals by directors of restricted stock grants thereon are required to be distributed in stock under the terms of the DCP. The number in column (a) represents the number of shares credited to participants’ accounts in the DCP. The DCP does not currently include any shares to be issued upon the exercise of outstanding SOs, warrants and rights as a result of deferrals of grants made under the Omnibus Plan. The table above does not include any shares that may in the future be credited to participants’ accounts in the DCP as a result of salary deferrals or transfers of other funds held in the plan. Participants in the DCP are general unsecured creditors of the Company with respect to their benefits under the plan. |
Securities Beneficially Owned by Directors, Executive Officers and Principal Shareholders SECURITIES BENEFICIALLY OWNED BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS
The information presented below regarding beneficial ownership of common stock has been presented in accordance with SEC rules and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of common stock includes any shares as to which a person, directly or indirectly, has or shares voting power or investment power and any shares as to which a person has the right to acquire such voting or investment power within 60 days through the exercise of any SO or other right.days. The following table presents, as of the Record Date, information based on the Company’s records and filings with the SEC regarding beneficial ownership of each person who is known to be the beneficial owner of more than five percent of the Company’s common stock, each current director and each nominee for election to the Board of Directors, the Company’s NEOs in 2014,2023, and all directors and executive officers of the Company as a group. None of the shares owned by the Company’s directors or executive officers wereare pledged.
| | | | | | | | | Name of Beneficial Owner(1)
| | Shares
Owned
| | | Percent of Class
| | The Vanguard Group, Inc.(2) | | | 16,643,735 | | | | 7.4 | % | Carl C. Icahn (3) | | | 14,967,373 | | | | 6.63 | % | Gracia C. Martore | | | 806,932 | | | | * | | Victoria D. Harker | | | 38,558 | | | | * | | Robert J. Dickey | | | 290,701 | | | | * | | David T. Lougee | | | 107,130 | | | | * | | John A. (Jack) Williams | | | 92,246 | | | | * | | John E. Cody | | | 24,176 | | | | * | | Howard D. Elias | | | 35,000 | | | | * | | Lidia Fonseca | | | 3,403 | | | | * | | John Jeffry Louis | | | 418,643 | | | | * | | Marjorie Magner | | | 27,545 | | | | * | | Scott K. McCune | | | 27,485 | | | | * | | Susan Ness | | | 10,485 | | | | * | | Tony A. Prophet | | | 2,000 | | | | * | | Neal Shapiro | | | 50,247 | | | | * | | All directors and executive officers as a group (19 persons including those named above) | | | 2,057,891 | | | | * | |
| | | | | | | Name of Beneficial Owner (1) | Shares Owned (2) | | Percent of Class | | BlackRock, Inc. (3) | | 26,159,657 | | | 13.3 | % | The Vanguard Group, Inc. (4) | | 25,326,932 | | | 12.86 | % | Dimensional Fund Advisors LP (5) | | 10,294,663 | | | 5.2 | % | David T. Lougee (6) | | 886,392 | | * | | Victoria D. Harker (6) | | 561,430 | | * | | Lynn Beall (6) | | 284,450 | | * | | Lauren S. Fisher (6) | | 16,240 | | * | | Gina L. Bianchini | | 39,633 | | * | | Howard D. Elias | | 14,498 | | * | | Stuart J. Epstein | | 53,822 | | * | | Karen H. Grimes | | 33,915 | | * | | Scott K. McCune | | 96,474 | | * | | Henry W. McGee | | 4,280 | | * | | Neal B. Shapiro | | 38,395 | | * | | Melinda C. Witmer | | 33,930 | | * | | Current directors and executive officers as a group | | 1,550,603 | | * | |
(1) | Except as otherwise noted below, the address of each person listed in the table is: c/o Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107. The following shares of common stock are included in the table because they may be acquired pursuant to SOs exercisable by May 1, 2015: Ms. Martore-646,000; Mr. Dickey-183,000; Mr. Lougee-42,250; Mr. Williams-30,000; Mr. Cody-19,357; Mr. Elias-25,000; Mr. Louis-62,829; Mr. McCune-8,000; Mr. Shapiro-47,997; and all directors and executive officers as a group- 1,132,183. The shares reported in the table do not include 1,242,254 shares owned on the Record Date by the Gannett Retirement Plan Trust. The following officers of the Company serve on the Benefit Plans Committee, which has the power to direct the voting of those shares: Ms. Martore, Ms. Harker, Kevin E. Lord (Senior Vice President/Chief Human Resources Officer) and Todd A. Mayman (Senior Vice President, General Counsel and Secretary). |
(2) | Based upon information as of December 31, 2014, contained in a Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group, Inc., reporting, in the aggregate, sole voting power over 321,337 shares, sole dispositive power over 16,340,298 shares and shared dispositive power over 303,437 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. |
*Less than one percent.(3) | Based upon information contained in a Schedule 13D/A jointly filed with the SEC on September 15, 2014, as amended on January 22, 2015 and March 2, 2015, by High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”), and Carl C. Icahn, a citizen of the United States of America (collectively, the “Reporting Persons”). The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153. |
According
(1)Except as otherwise noted below, the address of each person listed in the table is: c/o TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102. Mr. Harrison, who was an executive officer of the Company for part of 2023, is not listed in the table because he departed the Company on June 30, 2023. (2)The following shares of common stock are included in the table because they may be acquired pursuant to restricted stock units and/or restricted stock awards granted to directors which are payable to the filing, High River hasdirector by the Company if the director leaves the Board prior to April 24, 2024: Ms. Bianchini-6,218; Mr. Elias-11,390; Mr. Epstein-6,218; Ms. Grimes-6,218; Mr. McCune-22,875; Mr. McGee-4,280; Mr. Shapiro-12,640; and Ms. Witmer-6,218. (3)Based upon information as of December 31, 2023, contained in a Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc., reporting, in the aggregate, sole voting power over 25,499,577 shares and sole dispositive power over 26,159,657. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (4)Based upon information as of December 29, 2023, contained in a Schedule 13G/A filed with regard to 2,993,477 Shares. Each of Hopper, Barberry and Mr. Icahn hasthe SEC on February 13, 2024 by The Vanguard Group, reporting, in the aggregate, shared voting power over 226,332 shares, sole dispositive power over 24,889,676 shares and shared dispositive power over 437,256 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (5)Based upon information as of December 29, 2023, contained in a Schedule 13G filed with regard to such Shares. Icahn Master hasthe SEC on February 9, 2024 by Dimension Fund Advisors LP, reporting, in the aggregate, sole voting power over 10,083,186 shares and sole dispositive power with regardover 10,294,663 shares. The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746. (6)The total shares of common stock reported in this table for Mr. Lougee, Ms. Harker, Ms. Beall and Ms. Fisher include Company restricted stock units that are expected to 4,861,502 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Becktonbe paid to each NEO on March 1, 2023, without excluding shares that are expected to be withheld for tax purposes.
| | 70 I 2024 PROXY STATEMENT |
|
|
Investment in TEGNA Stock by Directors and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 7,112,394 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.Executive Officers According to the filing, each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
INVESTMENT IN GANNETT STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The following table presents, as of the Record Date, the total investment position in the Company’s stock of its directors, its NEOs in 2023, and all directors and executive officers of the Company as a group, based on the Company’s records and filings with the SEC.
| | | | | | | Name of Officer or Director
| | Title
| | Share
Investment Investment
| | Gracia C. MartoreDavid T. Lougee
| | President and CEO, Director |
|
| 827,165930,263 |
|
| Victoria D. Harker | Former Executive Vice President and CFO | Chief Financial Officer
|
| 592,815 | 41,316
|
| Robert J. DickeyLynn Beall
| Executive Vice President and COO—Media Operations | President/USCP
|
| 299,021 | 290,701
|
| David T. LougeeLauren S. Fisher
| Senior Vice President and Chief Legal Officer | President/Broadcasting
|
| 16,240 | 110,483
|
| John A. (Jack) WilliamsGina L. Bianchini
| Director | President/Gannett Digital Ventures
|
| 54,560 | 93,325
|
| John E. CodyHoward D. Elias
| Director | Director
|
| 124,361 | 33,120
|
| Howard D. EliasStuart J. Epstein
| Director | Director
|
| 53,822 | 82,148
|
| Lidia FonsecaKaren H. Grimes
| Director | Director
|
| 33,915 | 3,403
|
| John Jeffry LouisScott K. McCune
| Director | Director
|
| 102,956 | 418,643
|
| Marjorie MagnerHenry W. McGee
| Director | Director
|
| 75,127 | 55,220
|
| Scott K. McCuneNeal B. Shapiro
| Director | Director
|
| 131,710 | 27,485
|
| Susan NessMelinda C. Witmer
| Director | Director
|
| 47,091 | 10,485
|
| Tony A. Prophet
| | Director | | | 10,676 | | Neal Shapiro
| | Director | | | 76,316 | | AllCurrent directors and executive officers as a group (19 persons including those named above)
|
|
|
| 1,869,067 | 2,225,917
|
|
This table reflects the same information as the table in the preceding section, but it also includes vested shares of the Company’s stock that each person holds through the Company’s Deferred Compensation Plan. As of the Record Date, fully vested shares of the Company’s stock in the following amounts were deemed to be credited to the accounts of the Company’s directors and executive officers named above under the Company’s Deferred Compensation Plan: Mr. Lougee-43,871; Ms. Martore-20,233;Harker-31,385; Ms. Harker-2,758;Beall-14,571; Ms. Bianchini-14,927; Mr. Lougee-3,353;Elias-109,863; Mr. Williams-1,079;McCune-6,482; Mr. Cody-8,944;, McGee-70,847; Mr. Elias-47,148;Shapiro-93,315; Ms. Magner-27,675; Mr. Prophet-8,676; Mr. Shapiro-26,069;Witmer-13,161; and all directors and executive officers as a group-168,026.group-373,070. These shares are not deemed to be “beneficially owned” under SEC rules and are therefore not included in the table in the preceding section.
| | 2024 PROXY STATEMENT I 71 |
|
|
Cost of Soliciting Proxies COST OF SOLICITING PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to the solicitation of proxies by mail, certain of the officers and employees of the Company, without extra compensation, may solicit proxies personally, by telephone or other means. The Company also will request that brokerage houses, nominees, custodians and fiduciaries forward soliciting materials to the beneficial owners of stock held of record and will reimburse them for forwarding the materials. In addition, the Company has retained Innisfree M&A Incorporated, New York, New York (“Innisfree”), to aid in the solicitation of proxies at a fee of $15,000,$20,000, plus out of pocket expenses. The Company has agreed to indemnify and hold harmless Innisfree and certain related persons against certain liabilities arising out of or in connection with the engagement.
| | 72 I 2024 PROXY STATEMENT |
|
|
Questions and Answers about the Proxy Materials and Annual Meeting OTHERWhy am I receiving these proxy materials?
On March 1, 2015, the Company entered into a letter agreement (the “Agreement”) with Carl C. Icahn, High River Limited Partnership, Icahn Partners Master Fund LP, Icahn Partners LP and certain of their affiliates party thereto (collectively, the “Icahn Group”), pursuantThese proxy materials are being furnished to which the Icahn Group agreed to withdraw all of its previously submitted proxy proposals and director nominationsyou in connection with the Company’s 2015solicitation of proxies by our Board of Directors for the 2024 Annual Meeting of Shareholders to be held virtually on April 24, 2024 at 9:00 a.m. ET. This Proxy Statement furnishes you with the information you need to vote, whether or not you attend the Annual Meeting.
What items will be voted on at the annual meeting? Shareholders will vote on the following items if each is properly presented at the Annual Meeting.
| | | | | | |
|
| TEGNA Board’s
Recommendation
|
| More Information
(Page No.)
|
|
|
|
| Proposal 1 |
| Election of Directors |
| FOR ALL NOMINEES |
| 1 |
|
|
|
| Proposal 2 |
| Ratification of Appointment of Independent Registered Public Accounting Firm |
| FOR |
| 23 |
|
|
|
| Proposal 3 |
| Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers |
| FOR |
| 59 |
|
|
|
| Proposal 4 |
| Company Proposal Regarding the Shareholder Right to Call a Special Shareholder Meeting |
| FOR |
| 60 |
|
|
|
| Proposal 5 |
| Company Proposal Regarding Officer Exculpation |
| FOR |
| 62 |
|
|
|
|
|
|
| Proposal 6 |
| Shareholder proposal regarding opportunity to vote on excessive golden parachutes. |
| AGAINST |
| 63 |
What must I do if I want to attend the Annual Meeting? Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business February 26, 2024, which is the record date for the Annual Meeting (the “Record Date”), and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location. Shareholders as of the Record Date who have a control number may attend the Annual Meeting via the Internet as a “Shareholder” and may vote during and participate in the Annual Meeting by following the instructions available on the meeting website during the meeting. For registered Shareholders, your control number can be found on your proxy card or notice, or in an email you previously received. Shareholders who hold shares through a bank, broker or other nominee must obtain a legal proxy from their bank, broker or other nominee and register in advance to be able to attend the Annual Meeting as a “Shareholder” and vote during and participate in the Annual Meeting. To register, such shareholders must submit to Computershare proof of their proxy power (legal proxy) reflecting their Company share holdings along with their name and email address. Registration emails must be labeled “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on April 19, 2024. Shareholders as of the Record Date who hold shares through a bank, broker or other nominee and properly register will receive an email from Computershare confirming their registration together with a control number. Requests for registration should be directed to us at the following: By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com By mail: Computershare TEGNA Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-3001
| | | |
| Questions and Answers about the Proxy Materials and Annual Meeting |
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Who may vote at the Annual Meeting? If you owned Company stock at the close of business on the Record Date, then you may attend and vote online during the virtual Annual Meeting. You will need to follow the instructions set forth above in order to register for the Annual Meeting. If you hold shares through a bank, broker, or other intermediary, you must provide a valid legal proxy, executed in your favor, from the holder of record if you wish to vote those shares at the Annual Meeting. Otherwise, as a beneficial shareholder, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee in order for your shares to be voted by such nominee on your behalf. A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. In uncontested situations, under NYSE rules, brokers are permitted to exercise discretionary voting authority on “routine” matters, but beneficial shareholders must provide voting instructions with respect to non-routine matters. Only Proposal 2, to consider and act upon a Company proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, is considered a “routine” matter. Therefore, with respect to that proposal only, your broker would have the authority to vote without your instruction. Participants in the TEGNA 401(k) Saving Plan may not vote their plan shares by ballot at the Annual Meeting. For additional information on voting of plan shares held in the TEGNA 401(k) Savings Plan, see the question entitled “How do I vote my shares in the Company’s Dividend Reinvestment and 401(k) Plans?” on page 76 below. At the close of business on the Record Date, we had approximately 176,106,473 shares of common stock outstanding and entitled to vote. Each share is entitled to one vote on each proposal. What constitutes a quorum for the Annual Meeting? The presence, virtually or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum to conduct business. Shares held by an intermediary, such as a banker or a broker, that are voted by the intermediary on any or all matters will be treated as shares present for purposes of determining the presence of a quorum. Abstentions and any broker non-votes (defined above) will be counted for the purpose of determining the existence of a quorum. Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? Pursuant to Securities and Exchange Commission (“SEC”) rules, we are permitted to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your proxy materials electronically will save us the Agreement addresses certain governance matterscost of printing and mailing documents to you and will reduce the impact of our annual shareholders’ meetings on the environment. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it. How can I get electronic access to the proxy materials? This Proxy Statement and the Company’s 2023 Annual Report may be viewed online on the investor relations page of the Company’s website at www.tegna.com under the “Investors” menu. You can also elect to receive an email that will provide an electronic link to future Annual Reports and Proxy Statements rather than receiving paper copies of these documents. Choosing to receive your proxy materials electronically will save us the cost of printing and mailing documents to you. You can choose to receive future proxy materials electronically by visiting the investor relations page of the Company’s website at www.tegna.com under the “Investors” menu. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your choice to receive proxy materials electronically will remain in effect until you terminate it.
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| Questions and Answers about the Proxy Materials and Annual Meeting |
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What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in street name? •Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and the proxy materials are being sent directly to you by the Company. •Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your bank, broker or other intermediary. The organization holding your account is considered the shareholder of record for purposes of voting at the publishing company being separatedAnnual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If I am a shareholder of record of Company shares, how do I vote? If you are a shareholder of record, you may vote by proxy via the Internet or by telephone by following the instructions provided in the enclosed proxy card. You may also vote by signing, dating and spun-offreturning the enclosed proxy card in the postage-paid envelope provided. However, we are encouraging shareholders to vote electronically—by telephone or by Internet—whenever possible. Shareholders of record may also attend the virtual Annual Meeting via live webcast at www.meetnow.global/MGMRW2G and vote by ballot online. Even if you currently plan to attend the Annual Meeting, we encourage you to vote by proxy TODAY to ensure that your shares are represented at the Annual Meeting. Your vote by ballot at the Annual Meeting will revoke any proxies previously submitted. If I am a beneficial owner of shares held in street name, how do I vote? As described above, as a beneficial shareholder, you may vote by proxy by following the instructions provided to you by your bank, broker or other intermediary on the voting instruction form. You must provide your voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee in order for your shares to be voted. We are encouraging shareholders to vote electronically—by telephone or by Internet—whenever possible. If you are a beneficial owner of shares held in street name and you wish to attend the Annual Meeting and vote by ballot, you will need to provide a legal proxy, in PDF or Image file format, from the Company and includes certain standstillorganization that holds your shares giving you the right to vote your shares. Will I be able to ask questions at the Annual Meeting? Questions submitted during the Annual Meeting pertinent to meeting matters will be answered during the meeting, subject to time constraints. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting will be included in the rules of conduct that will be available on the virtual Annual Meeting website. Can I change or revoke my vote? Yes. If you deliver a proxy by mail, by telephone or via the Internet, you have the right to revoke your proxy in writing (by mailing another proxy bearing a later date), by phone (by another call at a later time), via the Internet (by voting online at a later time), by attending the virtual Annual Meeting and voting commitments,by ballot, or by notifying the Company before the Annual Meeting that you want to revoke your proxy. Submitting your vote by mail, telephone or via the Internet will not affect your right to vote by ballot if you decide to attend the Annual Meeting. What are the votes required to adopt the proposals? Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast with respect to that director (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). 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 Governance, Public Policy and Corporate Responsibility 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.
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| Questions and Answers about the Proxy Materials and Annual Meeting |
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Ratification of the selection of our independent registered public accounting firm, the non-binding advisory vote to adopt the resolution to approve the Company’s executive compensation program, and the shareholder proposal regarding the opportunity to vote on excessive golden parachutes each require the affirmative vote of the majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting. The Company proposal regarding the shareholder right to call a special shareholder meeting, and the Company proposal regarding officer exculpation each require the affirmative vote of the holders of at least a majority of the outstanding common stock of the Company. Abstentions, if any, will have no effect on the election of any director, but will have the same effect as further describedvotes “against” each of the other five proposals. A broker non-vote with respect to each of Proposals One, Three, and Six will not be counted as a vote cast and will have no effect on the outcome of the vote for such proposals. A broker non-vote with respect to Proposals Four and Five will have the effect of a vote “against” such proposals. We do not expect any broker non-votes for Proposal 2. How do I vote my shares in the Current ReportCompany’s Dividend Reinvestment and 401(k) Plans? If you participate in the Company’s Dividend Reinvestment Plan, your shares of stock in that plan can be voted in the same manner as shares held of record. If you do not give instructions, your shares held in the Dividend Reinvestment Plan will not be voted. If you participate in the TEGNA 401(k) Savings Plan (the “401(k) Plan”), only the trustee for the 401(k) Plan may vote the shares on Form 8-Kyour behalf. Please direct the trustee(s) how to vote your shares by using the enclosed voting instruction form. The deadline for instructing the trustee(s) as to how to vote your shares is 11:59 pm Eastern Time on April 21, 2024. All shares in the 401(k) Plan for which no instructions are received will be voted in the same proportion as instructions provided to the trustee by other 401(k) Plan participants. How do I submit a shareholder proposal or nominate a director for election at the 2025 Annual Meeting? To be eligible for inclusion in the proxy materials for the Company’s 2025 Annual Meeting, a shareholder proposal must be submitted in writing to TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary and must be received by November [•], 2024. If the Company changes the date of the 2025 Annual Meeting by more than 30 days from the one-year anniversary of the 2024 Annual Meeting, the deadline shall be a reasonable time before the Company begins to print and send its proxy materials. A shareholder who wishes to present a proposal or nomination at the Company’s 2025 Annual Meeting, but who does not request that we filedthe Company solicit proxies for the proposal or nomination, must submit the proposal or nomination to the Company at the same address no earlier than December 25, 2024 and no later than January 14, 2025. If the Company changes the date of the 2025 Annual Meeting by more than 30 days before or 60 days after the one-year anniversary of the 2024 Annual Meeting, the notice of such proposal or nomination must be received no earlier than the close of business on the date that is 120 days, and not later than the close of business on the date that is 100 days prior to the date of the 2025 Annual Meeting or, if the first public announcement of the date of the 2025 Annual Meeting is less than 110 days prior to the date of such meeting, the 10th day following the day on which the public announcement of the 2025 Annual Meeting is first made by the Company. The Company’s By-laws require that any such proposal or nomination must contain specific information in order to be validly submitted for consideration. Any notice of director nomination submitted to the Company must contain the information required by the Company’s By-laws, including the information required by Rule 14a-19 of the Exchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting. Can shareholders and other interested parties communicate directly with our Board? Yes. The Company invites shareholders and other interested parties to communicate directly and confidentially with the full Board of Directors, the Chair of the Board or the non-management directors as a group by writing to the Board of Directors, the Chair or the Non-Management Directors, TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary. The Secretary will forward such communications to the intended recipient and will retain copies for the Company’s records. How can I obtain a shareholder list? We will make available a list of shareholders of record as of the Record Date for inspection by shareholders for any purpose germane to the 2024 Annual Meeting from April 14 through April 24, 2024, a period of ten days before the 2024 Annual Meeting, at our headquarters located at 8350 Broad Street, Suite 2000, Tysons, VA 22102.
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| Questions and Answers about the Proxy Materials and Annual Meeting |
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What is “householding”? We have adopted a procedure approved by the SEC on March 2, 2015 (which includescalled “householding.” Under this procedure, shareholders of record who have the same address and last name who have elected to receive paper copies of our proxy materials will receive only one copy of our 2023 Annual Report and this Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving multiple copies. This procedure will reduce our printing costs and postage fees. However, if any shareholder residing at such an address wishes to receive a separate copy of this Proxy Statement or the Company’s 2023 Annual Report, he or she may contact the Company’s Secretary at TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102 or by calling the Secretary at (703) 873-6600. Any such shareholder may also contact the Secretary using the above contact information if he or she would like to receive separate Proxy Statements and Annual Reports in the future. If you are receiving multiple copies of the Company’s Annual Report and Proxy Statement, you may request householding in the future by contacting the Secretary. How can I obtain a copy of the Agreement as an exhibit). The Company was not required to, and is not expected to, pay any fees or costs to the Icahn Group in connection with entry into the Agreement. Company’s 2023 Annual Report?SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We believe that allA copy of our current2023 Annual Report, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, is being provided or made available to all shareholders of record on the Record Date. As permitted by the SEC, the Company is sending a Notice of Internet Availability of Proxy Materials to all shareholders.
If you hold your shares of record on the Record Date, you may request email or paper copies of our 2023 Annual Report over the Internet, at www.envisonreports.com/TGNA, by toll-free telephone call (in the U.S. and former directorsCanada) to 1-866-641-4276, or by email at investorvote@computershare.com. Please send an email with “Proxy Materials TEGNA Inc.” in the subject line. Include your full name and executive officers reportedaddress, plus the number located in the shaded bar on the reverse side, and state that you want a timely basis all transactions requiredpaper copy of the meeting materials. If you hold your shares on the Record Date in “street name” through a bank, broker or other intermediary, you also may have the opportunity to receive copies of our 2023 Annual Report electronically. Please check the information in the proxy materials provided by your bank, broker or other intermediary. You may also obtain a copy without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary. Our 2023 Annual Report and 2023 Form 10-K are also available through the Company’s website at www.tegna.com. The Company’s Annual Report and Form 10-K are not proxy soliciting materials. How can I obtain an additional proxy card or voting instruction form? If you are a shareholder of record and you lose, misplace or otherwise need to obtain a proxy card, please contact Innisfree M&A Incorporated, the Company’s proxy solicitor, toll free at (877) 750-8226 (from the U.S. and Canada) or +1(412) 232-3651 (from other countries). If you are the beneficial owner of shares held indirectly through a broker, bank, or other nominee and you lose, misplace or otherwise need to obtain a voting instruction form, please contact your account representative at that organization. What happens if the meeting is postponed or adjourned? If the meeting is postponed or adjourned, your proxy will still be reported by Section 16(a).good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. See “Can I change or revoke my vote?” above.
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| Additional Information |
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Additional Information INCORPORATION BY REFERENCEOther Matters
As of the date of this Proxy Statement, we do not know of any other matters that may be presented for action at the Annual Meeting. However, should other matters properly come before the meeting, the persons named as proxies will vote in a manner as they may, in their discretion, determine. Incorporation By Reference To the extent that this Proxy Statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this Proxy Statement entitled “Executive“Leadership Development and Compensation Committee Report” and “Report of the Audit Committee” (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing. Websites [·], 2015
Website addresses referenced in this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely on a review of reports filed with the SEC and written representations from certain reporting persons that no other reports were required, the Company believes that, during 2023, its directors, officers and 10% stockholders complied with all applicable Section 16(a) filing requirements applicable to such individuals, except that Mr. Elias filed a single Form 4 late reporting a gift transaction due to an administrative error. Forward Looking Statements This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this communication, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to TEGNA or its management are intended to identify forward-looking statements. Forward-looking statements in this communication may include, without limitation, statements regarding anticipated growth rates and TEGNA’s plans, objectives and expectations. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements, many of which are outside TEGNA’s control. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to: changes in the market price of TEGNA’s shares, general market conditions, constraints, volatility, or disruptions in the capital markets; the possibility that the TEGNA’s share repurchases, including through ASR programs, may not enhance long-term stockholder value; the possibility that share repurchases could increase the volatility of the price of TEGNA’s common stock; legal proceedings, judgments or settlements; the response of customers, suppliers and business partners to TEGNA’s plans, operations and business as a stand-alone company; TEGNA’s ability to re-price or renew subscribers; potential regulatory actions; changes in consumer behaviors and impacts on and modifications to TEGNA's operations and business relating thereto; and economic, competitive, governmental, technological and other factors and risks that may affect TEGNA’s operations or financial results, which are discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements in this presentation should be evaluated in light of these important risk factors. Recipients of this presentation are cautioned not to place undue reliance on forward-looking statements made by or on behalf of TEGNA. Each such statement speaks only as of the day it was made. TEGNA undertakes no obligation to update or to revise any forward-looking statements contained in this presentation. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements.
Appendix A Amendment to ThirdFifth Restated Certificate of Incorporation of TEGNA Inc. (to reflect Special Meeting Right Amendments)
FIFTH RESTATED CERTIFICATE OF INCORPORATION OF TEGNA INC. (Incorporated February 23, 1972) Revised to reflect amendments through [●], 2023
The followingFourth Restated Certificate of Incorporation of TEGNA Inc. (formerly known as Gannett Co., Inc.), as heretofore amended, is hereby restated and integrated, pursuant to adoption by the Board of Directors of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as follows: 1.FIRST: The name of the Corporation is: TEGNA INC. 2.SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. 3.THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 4.FOURTH: The total number of shares of all classes of stock that the Corporation shall have authority to issue is Eight Hundred Two Million (802,000,000) shares of which Eight Hundred Million (800,000,000) shares shall be addedCommon Stock of the par value of One Dollar ($1.00) per share and Two Million (2,000,000) shares shall be Preferred Stock of the par value of One Dollar ($1.00) per share. A statement of the designations of the authorized classes of stock or of any series thereof, and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, or of the authority of the Board of Directors to fix by resolution or resolutions such designations and other terms, is as article ELEVENTH.follows: a.Preferred Stock. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby vested with authority to fix by resolution or resolutions the designation of each series of Preferred Stock and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including without limiting the generality of the foregoing, such provisions as may be desired concerning the dividend rights, the dividend rate, conversion rate, conversion rights, voting rights, rights in terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of Delaware, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. b.Common Stock. Subject to all of the preferences and rights of the Preferred Stock or a series thereof that may be fixed by a resolution or resolutions of the Board of Directors, (i) dividends may be paid on the Common Stock of the Corporation as and when declared by the Board of Directors, out of funds of the Corporation legally available for the payment of such dividends, and (ii) each share of the Common Stock of the Corporation will be entitled to one vote on all matters on which such stock is entitled to vote. a.Election of Directors. Election of directors need not be by written ballot unless and to the extent the By-laws of the Corporation so provide. b.Number, Election and Terms. Except as otherwise fixed pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to
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ELEVENTH: STOCK OWNERSHIP AND THE FEDERAL COMMUNICATIONS LAWS
dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the Corporation shall be fixed from time to time by or pursuant to the By-laws. Without limiting the term of any director previously elected, any director elected to the Board of Directors after the 2007 annual meeting of stockholders shall hold office until the first annual meeting of stockholders following his or her election and until a successor shall have been elected and qualified or until the director’s prior death, resignation or removal. c.Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of directors and of any stockholder proposals to be considered at an annual stockholder meeting shall be given in the manner provided in the By-laws. d.Newly Created Directorships and Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next succeeding annual meeting of stockholders following such director’s election and until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. e.Amendment or Repeal of this Article FIFTH. Notwithstanding anything contained in this Certificate of incorporation to the contrary, the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Common Stock eligible to vote at an election of directors (“Voting Stock”), voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this Article FIFTH. 6.SIXTH: The Board of Directors shall have power to make, alter, amend and repeal the By-laws (except so far as the By-laws adopted by the stockholders shall otherwise provide). Any By-laws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the stockholders. 7.SEVENTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Corporation may be called only by (i) the Chairman of the Board, (ii) the Board of Directors or (iii) the Secretary of the Corporation at the written request, in accordance with and subject to the By-laws, of stockholders holding continuously for at least one (1) year an aggregate net long position of not less than [●]% of the Voting Stock. 8.EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 1.174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. 9.NINTH: The Corporation reserves the right at any time and from time to time to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or as hereafter prescribed by law, and all rights, preferences and privileges conferred upon stockholders, directors and officers by and pursuant to this Certificate of incorporation in its present form or as hereafter amended are subject to the right reserved in this Article NINTH. a.Restrictions on Stock Ownership or Transfer. As contemplated by this Article ELEVENTH,TENTH, the Corporation may restrict the ownership, or proposed ownership, of shares of capital stock of the Corporation by any person if such ownership or proposed ownership, either by itself or in combination with the ownership or proposed ownership of shares of capital stock of the Corporation by another person, or the exercise of any rights with respect to such shares of capital stock, (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (b) limits or impairs or could limit or impair any business activities or proposed business activities of the Corporation or any of its subsidiaries under the Federal Communications Laws, or (c) subjects or could subject the Corporation to any regulation, condition or restriction under the Federal Communications Laws to which the Corporation would not be subject but for such ownership or proposed ownership or exercise of rights (clauses (a), (b), and (c), collectively, “FCC“FCC Regulatory Limitations”Limitations”). For purposes of this Article ELEVENTH,TENTH, the term “Federal“Federal Communications Laws”Laws” shall mean any law of the United States now or hereafter in effect (and any regulation thereunder), including, without limitation, the Communications Act of 1934, as amended, (the “Communications Act”), and regulations thereunder, pertaining to the ownership and/or operation or regulating the business activities of (x) any television or radio station, daily newspaper, cable television system, or other medium of mass communications or (y) any provider of programming content to any such medium.Section 2.
b.Requests for Information. If the Corporation believes that the ownership or proposed ownership of, or the exercise of any rights with respect to, shares of capital stock of the Corporation by any person (whether by reason of a change in such person’s ownership, a change in the number of shares outstanding overall or in any class, or for any other
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reason) may result in any FCC Regulatory Limitation and/or is or may be subject to any reporting requirement regarding such person under the Federal Communications Laws, such person shall furnish promptly to the Corporation
such information (including, without limitation, information with respect to citizenship, ownership structure, other ownership interests and affiliations) as the Corporation shall request to determine whether such ownership, proposed ownership, or exercise of rights could result in any FCC Regulatory Limitation and/or to ensure compliance with any such reporting requirement. Section 3.
c.Denial of Rights, Refusal to Transfer. If (a) any person from whom information is requested pursuant to Section 2 of this Article ELEVENTHTENTH does not provide all the information requested by the Corporation within 15fifteen (15) days after such request, or (b) the Corporation shall conclude that a shareholder’s ownership or proposed ownership of, or that a shareholder’s exercise of any rights with respect to, shares of capital stock of the Corporation results or could result in any FCC Regulatory Limitation, then, in the case of either clause (a) or clause (b), the Corporation may (i) suspend those rights of stock ownership (including, without limitation, voting rights) the exercise of which causes or could cause such FCC Regulatory Limitation, (ii) refuse to permit the transfer of shares of capital stock of the Corporation to such person or allow such transfer but only on such terms and conditions as may be determined by the Corporation, (iii) redeem any or all shares of capital stock of the Corporation held by such person in accordance with the terms and conditions set forth in Section 4 of this Article ELEVENTH,TENTH, and/or (iv) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such person, with a view towards obtaining such information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation;provided,however,, that to the extent reasonably feasible without adversely affecting the ability of the Corporation to obtain any requested information or prevent or cure any situation which causes or could cause any FCC Regulatory Limitation, the Corporation shall use its good faith efforts (x) to cause any of the remedies listed in the preceding clauses (i)-(iv) of this sentence to be imposed in a substantially similar manner when imposed on similarly situated persons at substantially the same time, and (y) to minimize the impact of the exercise of any such remedy on the interests in the Corporation of the subject persons (and shall not exercise the redemption remedy set forth in clause (iii) to prevent or cure any situation which causes or could cause any FCC Regulatory Limitation unless the remedies set forth in clauses (i) and (ii) would be insufficient to so prevent or cure such situation). Any such suspension of rights or refusal to transfer pursuant to clauses (i) and (ii), respectively, of theimmediately preceding sentence shall remain in effect until the requested information has been received and/or the Corporation has determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in an FCC Regulatory Limitation, in which case the Corporation shall promptly so notify such transferee(s) or shareholder(s). Section 4.
d.Terms and Conditions of Redemption. The terms and conditions of redemption pursuant to clause (iii) of the first sentence of Section 3 of this Article ELEVENTHTENTH shall be as follows:(a)
i.the redemption price of any shares of the Corporation to be redeemed pursuant to clause (iii) of the first sentence of Section 3 of this Article ELEVENTHTENTH shall be equal to the Fair Market Value (as hereinafter defined) of such shares; (b)
ii.the redemption price of such shares will be paid in cash; (c)
iii.if less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Corporation, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Corporation; (d)
iv.at least 15fifteen (15) days’ prior written notice of the Redemption Date (as hereinafter defined) shall be given to the holders of the shares that have been selected to be redeemed (except for any such holder that has waived such notice in writing);providedthat,, notwithstanding the foregoing, the Redemption Date may be the date on which written notice is given to the holders of the shares that have been selected to be redeemed if the cash necessary to effect the redemption shall have been indefeasibly deposited in trust for the benefit of such holders and is then subject to prompt payment to them upon surrender to the Corporation of the share certificates or, in the case of uncertificated shares, other evidence of ownership, in each case in compliance with the policies and procedures of the Corporation’s transfer agent and of the Depositary Trust Company, if applicable;(e)
v.from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on shares (including declared and unpaid dividends) of the same class or series as such shares), shall cease and terminate and the holders of such shares shall thenceforth be entitled only to receive the cash payable upon redemption; and (f)
vi.such other terms and conditions as the Corporation shall determine that are necessary or advisable in connection with such redemption. Section 5.
e.Certain Definitions. For purposes of this Article ELEVENTH:(a) TENTH:
i.“Fair Market Value” shall mean, with respect to a share of the Corporation of any class or series, the volume weighted average sales price for such a share on the principal national securities exchange on which such capital stock is then listed during the 20twenty (20) most recent trading days on which shares of stock of such
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class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to Section 4(d) of this Article ELEVENTH;TENTH: provided,,however,, that if such shares are not listed for trading on any national securities exchange, Fair Market Value shall mean the average of the reported bid and asked prices in any over-the-counter quotation system selected by the Corporation during the 20twenty (20) most recent trading days during which such shares were traded immediately preceding the day on which notice of redemption shall be given pursuant to Section 4(d) of this Article ELEVENTH,TENTH, or if such shares are not listed for trading on any national securities exchange and trading of such shares is not reported in any over-the-counter quotation system, Fair Market Value shall be determined by the Corporation and its financial advisor.(b)
ii.“person” shall include not only natural persons but partnerships (limited or general), associations, corporations, limited liability companies, joint ventures, governmental entities, trusts, and other legal entities or organizations.(c)
iii.“Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the Corporation pursuant to Section 4(d) of this Article ELEVENTH.(d) TENTH.
iv.“regulation” shall include not only regulations but rules, published policies and published controlling interpretations by an administrative agency or body empowered to administer any Federal Communications Law.Section 6.
f.Legends. The Corporation may note on the certificates of its capital stock that the shares represented by such certificates are subject to the restrictions set forth in this Article ELEVENTH.Section 7.TENTH.
g.Interpretation. The grant of specific powers to the Corporation and/or the Board of Directors under this Article ELEVENTHTENTH shall not be deemed to preclude or restrict theCorporation and/or the Board of Directors from pursuing, alternatively or concurrently, any other remedy or alternative course of action available to the Corporation. In the case of an ambiguity in the application of any of the provisions of this Article ELEVENTH,TENTH, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its understanding or knowledge of the circumstances. The Corporation and/or Board of Directors shall have the power to determine whether to take any action or actions, which action or actions to take and the methods of implementing any action or actions to be taken, so long as any action taken is not contrary to the provisions of this Article ELEVENTH.TENTH. All actions, calculations, interpretations and determinations which are done or made by the Corporation and/or the Board of Directors pursuant to this Article ELEVENTHTENTH shall be made in the Corporation’s and/or the Board of Directors’ sole discretion and shall be conclusive and binding on the Corporation and all other persons for all purposes of this Article ELEVENTH.TENTH. Nothing in this Article ELEVENTHTENTH shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law. Section 8.
h.Severability. If any provision of this Article ELEVENTHTENTH or the application of any such provision to any person under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article ELEVENTHTENTH or the application of such provision to any other person.
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Appendix B Fifth Restated Certificate of Incorporation of TEGNA Inc. (to reflect Officer Exculpation Amendments)
FIFTH RESTATED CERTIFICATE OF INCORPORATION OF TEGNA INC. (Incorporated February 23, 1972) Revised to reflect amendments through [●], 2023
The Fourth Restated Certificate of Incorporation of TEGNA Inc. (formerly known as Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010 and reflecting amendments through February 24, 2015)
| | | | | | | Contents
| | | | | | | | | | Article 1. | | Establishment, Objectives, and Duration
| | | 2 | | | | | Article 2. | | Definitions
| | | 2 | | | | | Article 3. | | Administration
| | | 6 | | | | | Article 4. | | Shares Subject to the Plan and Maximum Awards
| | | 7 | | | | | Article 5. | | Eligibility and Participation
| | | 8 | | | | | Article 6. | | Stock Options
| | | 8 | | | | | Article 7. | | Stock Appreciation Rights
| | | 10 | | | | | Article 8. | | Restricted Stock/Stock Awards
| | | 11 | | | | | Article 9. | | Performance Units, Performance Shares, and Cash-Based Awards
| | | 13 | | | | | Article 10. | | Performance Measures
| | | 14 | | | | | Article 11. | | Beneficiary Designation
| | | 15 | | | | | Article 12. | | Deferrals
| | | 16 | | | | | Article 13. | | Rights of Employees/Directors
| | | 16 | | | | | Article 14. | | Termination of Employment/Directorship
| | | 16 | | | | | Article 15. | | Change in Control
| | | 16 | | | | | Article 16. | | Amendment, Modification, Termination and Tax Compliance
| | | 19 | | | | | Article 17. | | Withholding
| | | 20 | | | | | Article 18. | | Successors
| | | 20 | | | | | Article 19. | | General Provisions
| | | 20 | |
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Article 1. | Establishment, Objectives, and Duration |
1.1 Establishment of the Plan. Gannett Co., Inc., a Delaware corporation (hereinafter referred to as the “Company”), hereby amends and restates the Company’s 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) (hereinafter referred to as the “Plan”), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Awards, Restricted Stock Units, Performance Shares, Performance Units,heretofore amended, is hereby restated and Cash-Based Awards. Subject to approval by the Company’s stockholders, the Plan shall become effective as of May 4, 2010 (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.
1.2 Objectives of the Plan. The objectives of the Plan are to optimize the profitability and growth of the Company through annual and long-term incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders, to provide Participants with an incentive for excellence in individual performance, and to promote teamwork among Participants. The Plan is further intended to provide flexibility to the Company and its Affiliates in their ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company’s success and to allow Participants to share in that success.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Committee to amend or terminate the Plan at any timeintegrated, pursuant to Article 16 hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Effective Date.
1.4 Prior Awards. As of the Effective Date no further Awards shall be made under the terms of the Plan that were in effect prior to the Effective Date. Awards granted before the Effective Date shall be governedadoption by the terms of the Plan in effect prior to the Effective Date.
Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:
2.1 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, or Cash-Based Awards.
2.3 “Award Agreement” means a written or electronic agreement entered into by the Company and each Participant setting forth the terms and provisions applicable to Awards granted under this Plan.
2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
2.5 “Board” or “Board of Directors” means the Board of Directors of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as follows:
1.FIRST: The name of the Corporation is: TEGNA INC. 2.SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. 2.6 “Cash-Based Award” means an Award granted
3.THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 4.FOURTH: The total number of shares of all classes of stock that the Corporation shall have authority to issue is Eight Hundred Two Million (802,000,000) shares of which Eight Hundred Million (800,000,000) shares shall be Common Stock of the par value of One Dollar ($1.00) per share and Two Million (2,000,000) shares shall be Preferred Stock of the par value of One Dollar ($1.00) per share. A statement of the designations of the authorized classes of stock or of any series thereof, and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, or of the authority of the Board of Directors to fix by resolution or resolutions such designations and other terms, is as follows: a.Preferred Stock. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby vested with authority to fix by resolution or resolutions the designation of each series of Preferred Stock and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including without limiting the generality of the foregoing, such provisions as may be desired concerning the dividend rights, the dividend rate, conversion rate, conversion rights, voting rights, rights in terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the General Corporation Law of Delaware, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. b.Common Stock. Subject to all of the preferences and rights of the Preferred Stock or a Participant whose valueseries thereof that may be fixed by a resolution or resolutions of the Board of Directors, (i) dividends may be paid on the Common Stock of the Corporation as and when declared by the Board of Directors, out of funds of the Corporation legally available for the payment of such dividends, and (ii) each share of the Common Stock of the Corporation will be entitled to one vote on all matters on which such stock is denominated in cashentitled to vote. a.Election of Directors. Election of directors need not be by written ballot unless and to the extent the By-laws of the Corporation so provide. b.Number, Election and Terms. Except as described inotherwise fixed pursuant to the provisions of Article 9 hereof.FOURTH hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to
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2.7 “Change in Control” means
dividends or upon liquidation to elect additional directors under specified circumstances, the number of the directors of the Corporation shall be fixed from time to time by or pursuant to the By-laws. Without limiting the term of any director previously elected, any director elected to the Board of Directors after the 2007 annual meeting of stockholders shall hold office until the first to occurannual meeting of stockholders following his or her election and until a successor shall have been elected and qualified or until the following:(a) the acquisition by any individual, entitydirector’s prior death, resignation or group (within the meaningremoval.
c.Stockholder Nomination of Section 13(d)(3) or 14(d)(2)Director Candidates. Advance notice of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally instockholder nominations for the election of directors (the “Outstanding Company Voting Securities”);and of any stockholder proposals to be considered at an annual stockholder meeting shall be given in the manner provided however, that, for purposesin the By-laws. d.Newly Created Directorships and Vacancies. Except as otherwise fixed pursuant to the provisions of this Section,Article FOURTH hereof relating to the following acquisitionsrights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisitionbe filled by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or oneaffirmative vote of its affiliates, or (D) any acquisition pursuant to a transaction that complies with (c)(i), (c)(ii) and (c)(iii) below;(b) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, thatremaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next succeeding annual meeting of stockholders following such director’s election and until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any individual becoming a director subsequentincumbent director.
e.Amendment or Repeal of this Article FIFTH. Notwithstanding anything contained in this Certificate of incorporation to the date hereof whose election or nomination for election bycontrary, the Company’s stockholders was approved by aaffirmative vote of the holders of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstandingthen outstanding Voting Stock, voting securities entitledtogether as a single class, shall be required to vote generally inalter, amend, adopt any provision inconsistent with or repeal this Article FIFTH.
6.SIXTH: The Board of Directors shall have power to make, alter, amend and repeal the election of directors,By-laws (except so far as the caseBy-laws adopted by the stockholders shall otherwise provide). Any By-laws made by the directors under the powers conferred hereby may be ofaltered, amended or repealed by the corporationdirectors or entity resulting from such Business Combination (including, without limitation, a corporationby the stockholders. 7.SEVENTH: Any action required or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately priorpermitted to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation or entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation or entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation or entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation or entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or(d) approvaltaken by the stockholders of the CompanyCorporation must be effected at a duly called annual or special meeting of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, with respect to a Section 409A Award, the Committeesuch holders and may specify that the definition of Changenot be effected by any consent in Control must also constitute an event that is a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
2.9 “Committee” means any committee appointedwriting by the Board to administer Awards to Employees or Directors, as specified in Article 3 hereof.
2.10 “Company” means Gannett Co., Inc., a Delaware corporation and any successor thereto as provided in Article 18 hereof.
2.11 “Covered Employee” means a Participant who, as of the date of vesting and/or payout of an Award, as applicable, is one of the group of “covered employees,” as defined in the regulations promulgated under Code Section 162(m), or any successor statute, or a Participant who is designated by the Committee to be treated as a “covered employee”.
2.12 “Director” means any individual who is a member of the Board of Directors of the Company; provided, however, that any Director who is employed by the Company shall be considered an Employee under the Plan.
2.13 “Disability” shall have the meaning ascribed to such term in the Award Agreement. If no such definition is provided in the Award Agreement, “Disability” shall mean a medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than six months if such disabling condition renders the person unable to perform the material and substantial duties of his or her occupation. With respect to Section 409A Awards that become payable upon a disability, such disability must also qualify as a disability within the meaning of Treasury Regulation 1.409A-3(i)(4).
2.14 “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.
2.15 “Employee” means any employee of the Company or its Subsidiaries or Affiliates.
2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
2.17 “Fair Market Value” as of any date and in respect of any Share means the then most recent closing price of a Share reflected in the consolidated trading tables ofUSA Today or any other publication selected by the Committee, provided that, if Shares shall not have been traded on the New York Stock Exchange for more than 10 days immediately preceding such date or if deemed appropriate by the Committee for any other reason, the fair market value of Shares shall be as determined by the Committee in such other manner as it may deem appropriate, provided that such valuation is consistent with the requirements of Section 409A. In no event shall the fair market value of any Share be less than its par value.
2.18 “Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7 hereof.
2.19 “Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 hereof and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422. To the extent that an option is granted that is intended to meet the requirements of Code Section 422, but fails to meet such requirements, the option will be treated as a NQSO.
2.20 “Insider” shall mean an individual who is, on the relevant date, an executive officer, director or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.
2.21 “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 hereof and that is not intended to be treated as an Incentive Stock Option, or that otherwise does not meet such requirements.
2.22 “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 hereof.
2.23 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.24 “Participant” means an Employee or Director who has been selected to receive an Award or who has outstanding an Award granted under the Plan.
2.25 “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).
2.26“Performance Share” means an Award granted to a Participant whose value is denominated in Shares and is earned by satisfaction of specified performance goals and such other terms and conditions that the Committee may specify, as described in Article 9 hereof.
2.27“Performance Unit” means an Award granted to a Participant whose value is specified by the Committee and is earned by satisfaction of specified performance goals and such other terms and conditions that the Committee may specify, as described in Article 9 hereof.
2.28“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is not permitted (e.g., based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion), and the Shares are subject to a substantial risk of forfeiture, pursuant to the Restricted Stock Award Agreement, as provided in Article 8 hereof.
2.29“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.30“Restricted Stock” means an Award granted to a Participant pursuant to Article 8 hereof.
2.31 “Restricted Stock Units”means an Award granted to a Participant whose value is denominated in Shares and is earned by satisfaction of specified service requirements and such other terms and conditions that the Committee may specify, as described in Article 9 hereof.
2.32“Retirement” means a termination of employment after attaining age 55 and completing 5 years of service or such other definition set forth in an Award Agreement.
2.33 “Section 409A” means Code Section 409A and the regulations and other guidance issued thereunder.
2.34 “Section 409A Award” means an Award that is subject to the requirements of Section 409A.
2.35“Shares” means the Company’s common stock, par value $1.00 per share.
2.36“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, designated as an SAR, pursuant to the terms of Article 7 hereof.
2.37 “Stock Award” means an Award of Shares granted to a Participant pursuant to Section 8.7 hereof.
2.38“Subsidiary” means any corporation, partnership, joint venture, or other entity in which the Company directly or indirectly has a majority voting interest.
2.39“Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Article 7 hereof, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).
3.1 General. Subject to the terms and conditions of the Plan, the Plan shall be administered by the Committee. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee shall have the authority to delegate administrative duties to officers of the Company.
3.2 Authority of the Committee.holders. Except as limitedotherwise required by law or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions herein (including, with respect to Section 409A Awards,rights of the requirements of Section 409A), the Committee shall have full power to select Employees and Directors who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and amend the terms and conditionsholders of any outstanding Awardclass or series of stock having a preference over the Common Stock as provided in the Plan. Further, the Committee shall make all other determinations that it deems necessaryto dividends or advisable for the administrationupon liquidation, special meetings of stockholders of the Plan. As permittedCorporation may be called only by law and the termsChairman of the Plan,Board or the Committee may delegate its authority herein. No memberBoard of Directors.
8.EIGHTH: A director or officer of the CommitteeCorporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except for liability (i) for any action takenbreach of the director’s or decision madeofficer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith relating to the Plan or any Award granted hereunder.3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisionsthat involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the Plan and all related orders and resolutionsDelaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) of an officer in any action by or in the right of the Committee shall be final, conclusive, and binding on all persons, including the Company, its stockholders, Directors, Employees, Participants, and their estates and beneficiaries, unless changed by the Board.
Article 4. | Shares Subject to the Plan and Maximum Awards |
4.1 Number of Shares Available for Grants; Share Counting and Reacquired Shares. Prior to the restatementCorporation. No repeal or modification of this Plan, the number of Shares reserved for issuance to Participants under the Plan were thirty-two million five hundred thousand (32,500,000). As a result of this restatement, the number of Shares reserved for issuance to Participants will be increased to sixty million (60,000,000). Shares issued under the Plan may be authorized but unissued shares or treasury shares. The number of Shares reserved for issuance to Participants under the Plan is subject to adjustment as provided in Section 4.2 hereof.
For purposes of counting the number of Shares available for Awards under the Plan, the full number of shares of the Company’s common stock covered by Freestanding SARs shall be counted against the number of Shares available for Awards (i.e., not the net Shares issued in satisfaction of a Freestanding SAR Award); provided, however, that Freestanding SARs that may be settled in cash only shall not be so counted. Additionally, if an Option may be settled by issuing net Shares (i.e., withholding a number of Shares equal to the exercise price), the full number of shares of the Company’s common stock covered by the Option shall be counted against the number of Shares available for Awards, not the net Shares issued in satisfaction of an Option. If any Award (a) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part, or (b) results in any Shares not being issued (including as a result of any Award that was settleable either in cash or in stock actually being settled in cash), the unissued Shares covered by such Award shall again be available for the grant of Awards; provided, however, in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code. The following Shares shall not be added back to the number of Shares available for the future grant of Awards: (i) shares of the Company’s common stock tendered to the Company by a Participant to (A) purchase shares of the Company’s common stock upon the exercise of an Award, or (B) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation); and (ii) shares of the Company’s common stock repurchased by the Company on the open market using the proceeds from the exercise of an Award. Subject to the foregoing, the Committee shall determine the appropriate methodology for calculating the number of Shares issued pursuant to the Plan.
The maximum number of Shares which may be issued under Incentive Stock Options granted under the Plan is 5,000,000.
The following rulesArticle EIGHTH shall apply to grantsor have any adverse effect on any right or protection of, Awards under the Plan:
| (a) | Stock Options: The maximum aggregate number of Shares that may be granted in the form of Stock Options, pursuant to any Award granted in any one fiscal year to any one Participant shall be one million (1,000,000). |
| (b) | SARs: The maximum aggregate number of Shares that may be granted in the form of Stock Appreciation Rights, pursuant to any Award granted in any one fiscal year to any one Participant shall be one million (1,000,000). |
| (c) | Restricted Stock/Stock Awards: The maximum aggregate grant of Shares with respect to Awards of Restricted Stock or Stock Awards granted in any one fiscal year to any one Participant shall be five hundred thousand (500,000). |
| (d) | Restricted Stock Units, Performance Shares, Performance Units and Cash-Based Awards: The maximum aggregate grant with respect to Awards of Performance Shares or Restricted Stock Units made in any one fiscal year to any one Participant shall be equal to the value of five hundred thousand (500,000) Shares; and the maximum aggregate amount awarded with respect to Cash-Based Awards or Performance Units to any one Participant in any one fiscal year may not exceed ten million dollars ($10,000,000). |
4.2 Adjustments in Authorized Shares. Upon a change in corporate capitalization, such as a stock split, stock dividend or a corporate transaction, such as any merger, consolidation, combination, exchange of shares or the like, separation, including a spin-off, or other distribution of stock or propertylimitation of the Company, any reorganization (whetherliability of, a director or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidationofficer of the Company, the Committee shall make an appropriate adjustment in the number and class of Shares that may be delivered under Section 4.1, in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and in the Award limits set forth in Section 4.1, as may be determined to be equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
4.3 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that, with respect to Awards that are intended to comply with the requirements of the Performance-Based Exception, no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the Award’s satisfaction of the Performance-Based Exception.
Article 5. | Eligibility and Participation |
5.1 Eligibility. Persons eligible to participate in this Plan include all Employees and Directors.
5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Directors, those to whom Awards shall be granted and shall determine the nature and amount of each Award.
5.3 Newly Eligible Employees. The Committee shall be entitled to make such rules, regulations, determinations and awards as it deems appropriate in respect of any Employee who becomes eligible to participate in the Plan after the commencement of an award or incentive period.
5.4 Leaves of Absence. The Committee shall be entitled to make such rules, regulations, and determinations as it deems appropriate under the Plan in respect of any leave of absence taken by the recipient of any award. Without limiting the generality of the foregoing, the Committee shall be entitled to determine: (a) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan; and (b) the impact, if any, of such leave of absence on awards under the Plan theretofore made to any recipient who takes such leave of absence. Notwithstanding the foregoing, with respect to any Section 409A Award, all leaves of absences and determinations of terminations of employment must be construed and interpreted consistent with the requirements of Section 409A and the definition of “separation from service” thereunder.
6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to
time as shall be determined by the Committee. Notwithstanding the foregoing, Incentive Stock Options may only be granted to Employees of Gannett Co., Inc. or its Affiliates or Subsidiaries; provided that the Affiliate or Subsidiary is a type of entity whose employees can receive such options under Code Sections 422 and 424.
6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan.
6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however, the per-share exercise price shall not be less than 100 percent of the Fair Market Value of the Shares on the date the Option is granted.
6.4 Duration of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determineCorporation existing at the time of grant; provided that the Option must expire onsuch repeal or before the date that is the tenth anniversary of the date of grant.
6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.
6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a written, electronic or telephonic notice of exercise to the Company, setting forth the number of Sharesmodification with respect to which the Option is to be exercised, accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cashacts or its equivalent; or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price; or (c) by a combination of (a) and (b); or (d) any other method approved by the Committee in its sole discretion. The tendering of previously acquired shares may be done through attestation. No fractional shares may be tendered or accepted in payment of the Option Price.
Cashless exercises are permitted pursuant to Federal Reserve Board’s Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.
Subject to any governing rules or regulations, as soon as practicable after receipt of notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicableomissions occurring prior to such Shares.
6.8 Nontransferability of Options.
| (a) | Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant. |
| (b) | Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant or such Participant’s legal representative. |
6.9 Restriction on Cash Buyouts of Underwater Options.repeal or modification.
9.NINTH: The Company may not purchase, cancel or buy out an underwater Option in exchange for cash without first obtaining Shareholder approval.6.10 Service Requirement for Options that Vest Solely Based on Service. For Options granted on or after January 1, 2016, Options granted to Employees that vest solely based on service will be subject to a minimum vesting period requiring at least one year of service; provided thatCorporation reserves the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control in which the Option is not continued or assumed (e.g., the Option is not equitably converted or substituted for an option of the successor company); (iii) for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards; (iv) for new hire inducement awards or off-cycle awards; or (v) to comply with contractual rights in effect on February 24, 2015.
Article 7. | Stock Appreciation Rights |
7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participantsright at any time and from time to time to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or as hereafter prescribed by law, and all rights, preferences and privileges conferred upon stockholders, directors and officers by and pursuant to this Certificate of incorporation in its present form or as hereafter amended are subject to the right reserved in this Article NINTH.
a.Restrictions on Stock Ownership or Transfer. As contemplated by this Article TENTH, the Corporation may restrict the ownership, or proposed ownership, of shares of capital stock of the Corporation by any person if such ownership or proposed ownership, either by itself or in combination with the ownership or proposed ownership of shares of capital stock of the Corporation by another person, or the exercise of any rights with respect to such shares of capital stock, (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (b) limits or impairs or could limit or impair any business activities or proposed business activities of the Corporation or any of its subsidiaries under the Federal Communications Laws, or (c) subjects or could subject the Corporation to any regulation, condition or restriction under the Federal Communications Laws to which the Corporation would not be subject but for such ownership or proposed ownership or exercise of rights (clauses (a), (b), and (c), collectively, “FCC Regulatory Limitations”). For purposes of this Article TENTH, the term “Federal Communications Laws” shall mean any law of the United States now or hereafter in effect (and any regulation thereunder), including, without limitation, the Communications Act of 1934, as amended, and regulations thereunder, pertaining to the ownership and/or operation or regulating the business activities of (x) any television or radio station, daily newspaper, cable television system, or other medium of mass communications or (y) any provider of programming content to any such medium.
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b.Requests for Information. If the Corporation believes that the ownership or proposed ownership of, or the exercise of any rights with respect to, shares of capital stock of the Corporation by any person (whether by reason of a change in such person’s ownership, a change in the number of shares outstanding overall or in any class, or for any other reason) may result in any FCC Regulatory Limitation and/or is or may be subject to any reporting requirement regarding such person under the Federal Communications Laws, such person shall furnish promptly to the Corporation such information (including, without limitation, information with respect to citizenship, ownership structure, other ownership interests and affiliations) as the Corporation shall request to determine whether such ownership, proposed ownership, or exercise of rights could result in any FCC Regulatory Limitation and/or to ensure compliance with any such reporting requirement. c.Denial of Rights, Refusal to Transfer. If (a) any person from whom information is requested pursuant to Section 2 of this Article TENTH does not provide all the information requested by the Corporation within fifteen (15) days after such request, or (b) the Corporation shall conclude that a shareholder’s ownership or proposed ownership of, or that a shareholder’s exercise of any rights with respect to, shares of capital stock of the Corporation results or could result in any FCC Regulatory Limitation, then, in the case of either clause (a) or clause (b), the Corporation may (i) suspend those rights of stock ownership (including, without limitation, voting rights) the exercise of which causes or could cause such FCC Regulatory Limitation, (ii) refuse to permit the transfer of shares of capital stock of the Corporation to such person or allow such transfer but only on such terms and conditions as may be determined by the Corporation, (iii) redeem any or all shares of capital stock of the Corporation held by such person in accordance with the terms and conditions set forth in Section 4 of this Article TENTH, and/or (iv) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such person, with a view towards obtaining such information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation; provided, however, that to the extent reasonably feasible without adversely affecting the ability of the Corporation to obtain any requested information or prevent or cure any situation which causes or could cause any FCC Regulatory Limitation, the Corporation shall use its good faith efforts (x) to cause any of the remedies listed in the preceding clauses (i)-(iv) of this sentence to be imposed in a substantially similar manner when imposed on similarly situated persons at substantially the same time, and (y) to minimize the impact of the exercise of any such remedy on the interests in the Corporation of the subject persons (and shall not exercise the redemption remedy set forth in clause (iii) to prevent or cure any situation which causes or could cause any FCC Regulatory Limitation unless the remedies set forth in clauses (i) and (ii) would be insufficient to so prevent or cure such situation). Any such suspension of rights or refusal to transfer pursuant to clauses (i) and (ii), respectively, of the immediately preceding sentence shall remain in effect until the requested information has been received and/or the Corporation has determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in an FCC Regulatory Limitation, in which case the Corporation shall promptly so notify such transferee(s) or shareholder(s). d.Terms and Conditions of Redemption. The terms and conditions of redemption pursuant to clause (iii) of the first sentence of Section 3 of this Article TENTH shall be as follows: i.the redemption price of any shares of the Corporation to be redeemed pursuant to clause (iii) of the first sentence of Section 3 of this Article TENTH shall be equal to the Fair Market Value (as hereinafter defined) of such shares; ii.the redemption price of such shares will be paid in cash; iii.if less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Committee. The CommitteeCorporation, which may grant Freestanding SARs, Tandem SARs,include selection first of the most recently purchased shares thereof, selection by lot or selection in any combinationother manner determined by the Corporation; iv.at least fifteen (15) days’ prior written notice of these forms of SARs.Subjectthe Redemption Date (as hereinafter defined) shall be given to the holders of the shares that have been selected to be redeemed (except for any such holder that has waived such notice in writing);
provided that, notwithstanding the foregoing, the Redemption Date may be the date on which written notice is given to the holders of the shares that have been selected to be redeemed if the cash necessary to effect the redemption shall have been indefeasibly deposited in trust for the benefit of such holders and is then subject to prompt payment to them upon surrender to the Corporation of the share certificates or, in the case of uncertificated shares, other evidence of ownership, in each case in compliance with the policies and procedures of the Corporation’s transfer agent and of the Depositary Trust Company, if applicable; v.from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on shares (including declared and unpaid dividends) of the same class or series as such shares), shall cease and terminate and the holders of such shares shall thenceforth be entitled only to receive the cash payable upon redemption; and vi.such other terms and conditions as the Corporation shall determine that are necessary or advisable in connection with such redemption.
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e.Certain Definitions. For purposes of this Article TENTH: i.“Fair Market Value” shall mean, with respect to a share of the Plan,Corporation of any class or series, the Committeevolume weighted average sales price for such a share on the principal national securities exchange on which such capital stock is then listed during the twenty (20) most recent trading days on which shares of stock of such class or series shall have complete discretion in determiningbeen traded preceding the numberday on which notice of SARs grantedredemption shall be given pursuant to each Participant and, consistent with the provisionsSection 4(d) of the Plan, in determining the terms and conditions pertaining tothis Article TENTH: provided, however, that if such SARs.The grant price of a Freestanding SAR shallshares are not be less than thelisted for trading on any national securities exchange, Fair Market Value of a Share onshall mean the date of grantaverage of the SAR. The grant pricereported bid and asked prices in any over-the-counter quotation system selected by the Corporation during the twenty (20) most recent trading days during which such shares were traded immediately preceding the day on which notice of Tandem SARs shall equal the Option Price of the related Option.
7.2 SAR Agreement. Each SAR grantredemption shall be evidenced by an Award Agreement that shall specify the grant price, the termgiven pursuant to Section 4(d) of the SAR,this Article TENTH, or if such shares are not listed for trading on any national securities exchange and trading of such other provisions as the Committee shall determine.
7.3 Term of SARs. The term of an SAR granted under the Planshares is not reported in any over-the-counter quotation system, Fair Market Value shall be determined by the Committee, inCorporation and its sole discretion; providedfinancial advisor.
ii.“person” shall include not only natural persons but partnerships (limited or general), associations, corporations, limited liability companies, joint ventures, governmental entities, trusts, and other legal entities or organizations. iii.“Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the Corporation pursuant to Section 4(d) of this Article TENTH. iv.“regulation” shall include not only regulations but rules, published policies and published controlling interpretations by an administrative agency or body empowered to administer any Federal Communications Law. f.Legends. The Corporation may note on the certificates of its capital stock that the SAR must expire on or before the date that is the tenth anniversary of the date of grant.7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them.
7.5 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Sharesshares represented by such certificates are subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.
7.6 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
| (a) | The excess of the Fair Market Value of a Share on the date of exercise over the grant price; by |
| (b) | The number of Shares with respect to which the SAR is exercised. |
In the sole discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, in some combination thereof, or in any other manner approved by the Committee. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.
7.7 Nontransferability of SARs. Except as otherwise provided in a Participant’s Award Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant or such Participant’s legal representative.
7.8 Restriction on Cash Buyouts of Underwater SARs. The Company may not purchase, cancel or buy out an underwater SAR in exchange for cash without first obtaining Shareholder approval.
7.9 Service Requirement for SARs that Vest Solely Based on Service. For SARs granted on or after January 1, 2016, SARs granted to Employees that vest solely based on service will be subject to a minimum vesting period requiring at least one year of service; provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control in which the SAR is not continued or assumed (e.g., the SAR is not equitably converted or substituted for a stock appreciation right of the successor company); (iii) for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards; (iv) for new hire inducement awards or off-cycle awards; or (v) to comply with contractual rights in effect on February 24, 2015.
Article 8. | Restricted Stock/Stock Awards |
8.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts, as the Committee shall determine.
8.2 Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.
8.3 Transferability. The Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock
Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant or such Participant’s legal representative.
8.4 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable federal or state securities laws.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.
Except as otherwise provided in the Award Agreement, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the applicable Period of Restriction.
8.5 Voting Rights. If the Committee so determines, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction.
8.6 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares while they are so held. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant or vesting of Restricted Shares granted to a Covered Employee is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Restricted Shares, such that the dividends and/or the Restricted Shares maintain eligibility for the Performance-Based Exception.
8.7 Stock Award. The Committee may grant and award Shares to a Participant that are not subject to Periods of Restrictions and which may be subject to such conditions or provisions as the Committee determines.
8.8 Service Requirement for Restricted Stock that Vests Solely Based on Service. For Restricted Stock granted on or after January 1, 2016, Restricted Stock granted to Employees that vests and is paid solely based on service will be subject to a minimum vesting period requiring at least one year of service; provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control in which the Restricted Stock is not continued or assumed (e.g., the Restricted Stock is not equitably converted or substituted for restricted stock of the successor company); (iii) for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards; (iv) for new hire inducement awards or off-cycle awards; or (v) to comply with contractual rights in effect on February 24, 2015.
Article 9. | Restricted Stock Units, Performance Units, Performance Shares, and Cash-Based Awards |
9.1 Grant of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of the Plan, Restricted Stock Units, Performance Shares, Performance Units, and/or Cash-Based Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.
9.2 Award Agreement. At the Committee’s discretion, each grant of Restricted Stock Units, Performance Shares, Performance Units and Cash-Based Awards may be evidenced by an Award Agreement that shall specify the initial value, the duration of the Award, the performance measures and/or service requirements, if any, applicable to the Award, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan.
9.3 Value of Performance Units/Shares and Cash-Based Awards. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Restricted Stock Unit and Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. Each Cash-Based Award shall have a value as may be determined by the Committee. The Committee shall set performance goals and/or service requirements in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards that will be paid out to the Participant. Generally, a Participant’s right to receive amounts under a Restricted Stock Unit award shall be based on the Participant’s satisfaction of a service requirement and such other terms and conditions that the Committee may specify. Generally, a Participant’s right to receive amounts under a Performance Unit, Performance Share or Cash-Based Award shall be based on the satisfaction of a performance requirement and such other terms and conditions that the Committee may specify. The Committee has full discretionary authority to establish performance goals and/or service requirements, and a performance goal may include a service requirement. For purposes of this Article 9, the time period during which the performance goals and/or service requirements must be met shall be called a “Performance Period.”
9.4 Earning of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Subject to the terms of this Plan and the Award Agreement (if any), after the applicable Performance Period has ended, the holder of Restricted Stock Units, Performance Units, Performance Shares or Cash-Based Awards shall be entitled to receive payout on the number and value of Restricted Stock Units, Performance Units, Performance Shares or Cash-Based Awards earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals and/or service requirements have been achieved. Unless otherwise determined by the Committee, notwithstanding any other provision of the Plan, payment of Cash-Based Awards shall only be made for those Participants who are Directors or in the employ of the Company at the end of the Performance Period or, if none has been specified, the end of the applicable award year.
9.5 Form and Timing of Payment of Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards. Payment of earned Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards shall be as determined by the Committee and, if applicable, as evidenced in the related Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards in the form of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Committee. No fractional shares will be issued. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
Unless otherwise provided by the Committee, Participants holding Restricted Stock Units, Performance Units, or Performance Shares may be entitled to receive dividend units with respect to dividends declared with respect to the Shares underlying such Awards; provided that no dividend units may be paid on Performance Units or Performance Shares that are not earned. Such dividends may be subject to the same accrual, forfeiture, and payout restrictions as apply to dividends earned with respect to Shares of Restricted Stock, as set forth in Section 8.6 hereof, as determined by the Committee.
9.6 Nontransferability. Except as otherwise provided in a Participant’s Award Agreement, Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, a Participant’s rights under the such Awards shall be exercisable during the Participant’s lifetime only by such Participant or such Participant’s legal representative.
9.7 Service Requirement for Restricted Stock Units that Vest Solely Based on Service. For Restricted Stock Units granted on or after January 1, 2016, Restricted Stock Units granted to Employees that vest and are paid solely based on service will be subject to a minimum vesting period requiring at least one year of service; provided that the Committee may adopt shorter vesting periods or provide for accelerated vesting after less than one year: (i) in connection with terminations of employment due to death, disability, retirement or other circumstances that the Committee determines to be appropriate; (ii) in connection with a Change in Control in which the Restricted Stock Unit is not continued or assumed (e.g., the Restricted Stock Unit is not equitably converted or substituted for a restricted stock unit of the successor company); (iii) for grants made in connection with an acquisition by the Company or its Subsidiaries or Affiliates in substitution for pre-existing awards; (iv) for new hire inducement awards or off-cycle awards; or (v) to comply with contractual rights in effect on February 24, 2015.
Article 10. | Performance Measures |
Unless and until the Committee proposes for shareholder vote and shareholders approve a change in the general performance measures set forth in this Article 10,TENTH.
g.Interpretation. The grant of specific powers to the attainment of which may determine the degree of payoutCorporation and/or vesting with respect to Awards to Covered Employees that are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such grants shall be chosen from among:(a) Earnings per share (basic or diluted);
(b) Income before income taxes;
(c) Income from continuing operations;
(d) Net income or net income attributable to Gannett Co., Inc.;
(e) Operating income;
(f) Cash flow from operating activities, operating cash flow (defined as operating income plus non-cash charges for depreciation, amortization and impairment of operating assets) or free cash flow;
(g) EBITDA, or net income attributable to Gannett Co., Inc., before interest, taxes, depreciation/amortization;
(h) Return measures (including, but not limited to, return on assets, equity, capital or investment);
(i) Cash flow return on investments, which equals net cash flows divided by owner’s equity;
(j) Internal rate of return or increase in net present value;
(k) Dividend payments;
(l) Gross revenues;
(m) Gross margins;
(n) Operating measures such as trends in digital metrics, circulation, television ratings and advertising measures;
(o) Internal measures such as achieving a diverse workforce;
(p) Share price (including, but not limited to, growth measures and total shareholder return) and market value;
(q) Debt (including, but not limited to, measures such as debt (book value or face value) outstanding and debt to earnings before interest, taxes, depreciation and amortization); and
(r) Any of the above measures compared to peer or other companies.
Performance measures may be set either at the consolidated level, segment level, division level, group level, or the business unit level. Additionally, performance measures may be measured either annually or cumulatively over a period of years, on an absolute basis or relative to pre-established targets, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee.
If specified at the time the performance goals are established, the Committee may adjust the performance measures to take into account the effects of any “Extraordinary Items.” “Extraordinary Items” means (1) items presented as such (or other comparable terms) on the Company’s audited financial statements, (2) unusual, special or nonrecurring charges, costs, credits or items of gain or loss (including, without limitation, an unbudgeted material expense incurred by or at the direction of the Board of Directors under this Article TENTH shall not be deemed to preclude or a committeerestrict the Corporation and/or the Board of Directors from pursuing, alternatively or concurrently, any other remedy or alternative course of action available to the Corporation. In the case of an ambiguity in the application of any of the provisions of this Article TENTH, including any definition used herein, the Board or a material litigation judgment or settlement), (3) changes in tax or accounting laws or rules, and/or (4)of Directors shall have the effects of mergers, acquisitions, divestitures, spin-offs or significant transactions (including, without limitation, a corporate merger, consolidation, acquisition of property or stock, reorganization, restructuring charge, or joint venture), each of which are identified inpower to determine the quarterly and/or annual audited financial statements and notes thereto or in the “management’s discussion and analysis” of the financial statements in a period report filed with the Securities and Exchange Commission under the Exchange Act. The Committee shall make such adjustments to the performance measurement criteria as shall be equitable and appropriate in order to make the criteria, as nearly as practicable, equivalent to the criteria immediately prior to such transaction or event.
Article 11. | Beneficiary Designation |
The Committee may permit Participants under the Plan to name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or allapplication of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during
the Participant’s lifetime. If a beneficiary designation has not been made, or the beneficiary was not properly designated (in the sole discretion of the Committee), has died or cannot be found, all payments after death shall be paid to the Participant’s estate. In case of disputes over the proper beneficiary, the Company reserves the right to make any or all payments to the Participant’s estate.
Subject to the requirements of Section 409A, the Committee may permit or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the lapse or waiver of restrictionsprovisions with respect to Restricted Stock, payment of a Stock Awardany situation based on its understanding or the satisfaction of any requirements or goals with respect to Restricted Stock Units, Performance Units/Shares and Cash-Based Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals provided that such rules must comply with the requirements of Section 409A.
Article 13. | Rights of Employees/Directors |
13.1 Employment. Nothing in the Plan shall confer upon any Participant any right to continue in the Company’s employ, or as a Director, or interfere with or limit in any way the rightknowledge of the Company to terminate any Participant’s employment circumstances. The Corporation and/or directorship at any time.
13.2 Participation. No Employee or DirectorBoard of Directors shall have the rightpower to determine whether to take any action or actions, which action or actions to take and the methods of implementing any action or actions to be selectedtaken, so long as any action taken is not contrary to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
13.3 Rights as a Stockholder. Except as provided in Sections 8.5, 8.6 and 9.5, a Participant shall have none of the rights of a shareholder with respect to shares of Common Stock covered by any Award until the Participant becomes the record holder of such shares.
Article 14. | Termination of Employment/Directorship |
Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to such Participant’s outstanding Award(s) following termination of the Participant’s employment or directorship with the Company. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreements entered into with each Participant, need not be uniform among all Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
Article 15. | Change in Control |
15.1 Treatment of Outstanding Awards Other than Cash-Based Awards. In the event of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee specifies otherwise in the Award Agreement:
| (a) | Any and all Options and SARs granted hereunder shall become fully exercisable during their remaining term; and |
| (b) | Any restriction periods and restrictions imposed on Restricted Stock that are not performance-based shall lapse; and |
| (c) | The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, Performance Units and Performance Shares shall be deemed to have been fully earned for the entire Performance Period (s) as of the effective date of the Change in Control. The vesting of all such Awards denominated in Shares shall be
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| accelerated as of the effective date of the Change in Control and, there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control, a pro rata number of shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the Performance Period that has elapsed prior to the Change in Control (such payment shall be in full satisfaction of the Award). Such Awards denominated in cash shall be paid pro rata to Participants in cash within thirty (30) days following the effective date of the Change in Control, with the proration determined as a function of the length of time within the Performance Period that has elapsed prior to the Change in Control, and based on an assumed achievement of all relevant targeted performance goals (such payment shall be in full satisfaction of the Award). Restricted Stock Units that are solely subject to service-based vesting requirements shall be fully vested as of the effective date of the Change in Control, and the full value of such an Award shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control. Notwithstanding the foregoing, this provision shall only apply to a Section 409A Award if the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
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15.2 Treatment of Cash-Based Awards. In the event of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall provide otherwise in the Award Agreement or resolutions adopted by the Committee relating to such Award, the vesting of all outstanding Cash-Based Awards shall be accelerated as of the effective date of the Change in Control (and, in the case of performance-based Cash-Based Awards, based on an assumed achievement of all relevant target performance goals), and all Cash-Based Awards shall be paid pro rata to Participants in cash within thirty (30) days following the effective date of the Change in Control, with the proration determined as a function of the length of time within the Performance Period that has elapsed prior to the Change in Control (such payment shall be in full satisfaction of the Award). Notwithstanding the foregoing, this provision shall only apply to a Section 409A Award if the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
15.3 Limitation on Acceleration.
| (a) | Intention of Section 15.3: The acceleration or payment of Awards could, in certain circumstances, subject the Participant to the excise tax provided under Section 4999 of the Code. It is the object of this Section 15.3 to enable each Participant to retain in full the benefits of the Plan and to provide for the maximum after-tax income to each Participant. Accordingly, the Company will determine, before any payments are made on Awards governed by Section 15.1, which of two alternative forms of acceleration will maximize the Participant’s after-tax proceeds, and must notify the Participant in writing of its determination. The first alternative is the payment in full of all Awards governed by Section 15.1 and any other payments or benefits potentially subject to the excise tax under Section 4999. The second alternative is the payment of only a part of the Participant’s Awards (but taking into account any other payments or benefits potentially subject to the excise tax under Section 4999) so that the Participant receives the largest payment and benefits possible without causing an excise tax to be payable by the Participant under Section 4999 of the Code. This second alternative is referred to in this Section as “Limited Vesting”. |
| (b) | Limitation on Participant’s Rights: The Participant’s Awards shall be paid only to the extent permitted under the alternative determined by the Company to maximize the Participant’s after-tax proceeds, and the Participant shall have no rights to any greater
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| payments on his or her Awards. For purposes of this determination, the Company shall take into account any rights or benefits the Participant has under another plan or agreement.
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| (c) | Determination to be Conclusive: The determination of whether Limited Vesting is required and the application of the rules in Section 15.4 shall initially be made by the Company in its sole discretion and any such determination shall be conclusive and binding on the Participant unless the Participant proves that it is clearly erroneous. In the latter event, such determination shall be made by the Company in its sole discretion. |
| (d) | Section 409A Awards: This Section 15.3 and Section 15.4 shall not apply to or affect a Section 409A Award, including without limitation the payment, vesting or timing of payment of a Section 409A Award. |
15.4 Limitation on Payment. Notwithstanding Section 15.1, if Limited Vesting applies then the amount paid on exercise or payment of an Award shall not exceed the largest amount that can be paid without causing an excise tax to be payable by the Participant under Section 4999 of the Code. If payments are so limited, awards shall be deemed paid in the following order:
| (a) | all Options or SARs that were accelerated pursuant to Section 15.1(a) shall be deemed paid first; |
| (b) | all awards of Performance Units, Performance Shares and performance-based Restricted Stock and Cash Awards shall then be deemed paid; and |
| (c) | finally, all awards of Restricted Stock and Restricted Stock Units that are not performance-based shall be deemed paid. |
As among awards or portions of awards of the same type, those vesting at the most distant time in the future (absent a Change in Control) shall be deemed paid first.
15.5 Expenses. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by a Participant in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceeding involving the provisions of Section 15.4, whetherthis Article TENTH. All actions, calculations, interpretations and determinations which are done or not initiatedmade by the Participant.
The reimbursementsCorporation and/or the Board of Directors pursuant to this Article TENTH shall be made in the Corporation’s and/or the Board of Directors’ sole discretion and shall be conclusive and binding on the Corporation and all other persons for all purposes of this Article TENTH. Nothing in this Article TENTH shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.
h.Severability. If any provision of this Article TENTH or the application of any such expenses and costsprovision to any person under any circumstance shall comply with the requirements of Section 409A, which generally require (i) that the amount of expenses and costs eligible for reimbursement during a calendar year may not affect the expenses and costs eligible for reimbursementbe held invalid, illegal or unenforceable in any other taxable year; (ii) the reimbursementrespect by a court of an eligible expensecompetent jurisdiction, such invalidity, illegality or cost is made on or before the last day of the calendar year following the calendar year in which the expense or cost was incurred; and (iii) the right to reimbursement isunenforceability shall not subject to liquidation or exchange for another benefit.15.6 Termination, Amendment, and Modifications of Change-in-Control Provisions. Notwithstandingaffect any other provision of this PlanArticle TENTH or the application of such provision to any other person.
| | 86 I 2024 PROXY STATEMENT |
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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2024 Annual Meeting Proxy Card • IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5. A 1. To consider and act upon a proposal to elect nine director nominees to the Company’s Board of Directors to hold office until the Company’s 2025 Annual Meeting of Shareholders: For Against Abstain For Against Abstain For Against Abstain 01 - Gina L. Bianchini 02 - Howard D. Elias 03 - Stuart J. Epstein + 04 - Karen H. Grimes 05 - David T. Lougee 06 - Scott K. McCune 07 - Henry W. McGee 08 - Neal B. Shapiro For Against Abstain 09 - Melinda C. Witmer For Against Abstain 2. COMPANY PROPOSAL TO RATIFY the appointment of 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the PricewaterhouseCoopers LLP as the Company’s independent compensation of the Company’s named executive officers. registered public accounting firm for the 2024 fiscal year. 4. COMPANY PROPOSAL TO APPROVE creation of shareholder right 5. COMPANY PROPOSAL TO APPROVE officer exculpation amendments. to call a special shareholder meeting. The Board of Directors recommends a vote AGAINST Proposal 6. For Against Abstain 6. SHAREHOLDER PROPOSAL regarding opportunity to vote on The proxies are authorized to vote in their discretion upon such other business, if excessive golden parachutes. any, as may properly come before the annual meeting or any Award Agreement provision, the provisions of this Article 15 may not be terminated, amended, or modified on or after the date of a Change in Control to affect adversely any Award theretofore granted under the Plan and any rights or benefits provided to a Participant this Article 15 without the prior written consent of the Participant with respect to said Participant’s outstanding Awards; provided, however, the Committee may terminate, amend, or modify this Article 15 at any time and from time to time prior to the date of a Change in Control. Article 16. | Amendment, Modification, Termination and Tax Compliance. |
16.1 Amendment, Modification, and Termination. Subject to the terms of the Plan, the Committee or the Board may at any time and from time to time, alter, amend, suspend, or terminate the Plan in whole or in part.
16.2 Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award; provided that no consent is required for any amendment the Committee deems necessary or appropriate to comply with applicable legal or tax requirements.
16.3 Shareholder Approval Required for Certain Amendments. Shareholder approval will be required for any amendment of the Plan that does any of the following: (a) permits the grant of any Option with an Option Price less than the Fair Market Value of the Shares on the date of grant; (b) reduces the Option Price of an outstanding Option, either by lowering the Option Price or by canceling an outstanding Option and granting a replacement Option with a lower exercise price; (c) permits the grant of any SAR with a grant price that is less than the Fair Market Value of the Shares on the date of grant; or (d) reduces the grant price of an outstanding SAR, either by lowering the grant price or by canceling an outstanding SAR and granting a replacement SAR with a lower exercise price.
16.4 Compliance with Code Section 162(m). At all times when Code Section 162(m) is applicable, if and to the extent the Committee so determines, Awards granted under this Plan to Employees who are or could reasonably become Covered Employees as determined by the Committee shall comply with the requirements of the Performance-Based Exception. Generally, this requires that the amount paid under such an Award be determined based on the attainment of written, objective performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, shall so certify and ascertain the amount of the applicable Award. No amount will be paid for such performance period until such certification is made by the Committee. The amount actually paid to a given Participant may be less than (but not more than) the amount determined under the applicable performance formula, at the discretion of the Committee.
16.5 Compliance with Section 409A. It is intended that Awards under this Plan are either exempt from Section 409A or are structured to comply with the requirements of Section 409A. The Plan shall be administered and interpreted in accordance with that intent. By way of example, the following rules shall apply:
Any provision of the Plan that would conflict with the requirements of a Section 409A Award shall not apply to a Section 409A Award.
Any adjustment or modification to an Award shall be made in compliance with Section 409A (e.g., any adjustment to an Option or SAR under Section 4.2 shall be made in accordance with the requirements of Section 409A).
For Section 409A Awards, all rights to amend, terminate or modify the Plan or any Award are subject to the requirements and limitations of Section 409A.
For Section 409A Awards, any payment or distribution that is triggered upon termination or cessation of employment or a comparable event shall be interpreted consistent with the definition of “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).
With respect to amounts payable under a Section 409A Award, in the event that a Participant is a “specified employee” as defined in Section 409A, any amount that is payable in connection with the Participant’s separation from service shall not be paid prior to the date which is six months after the date the Participant separates from service (or, if earlier, the date the Participant dies). A Participant who is subject to the restriction described in the previous sentence shall be paid on the first day of the seventh month after the Participant’s separation from service an amount equal to the benefit that the Participant would have received during such six month period absent the restriction.
While the Company intends for Awards to either be exempt from or in compliance with Section 409A, neither the Company nor the Committee shall be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A or any other tax consequences relating to Awards under this Plan.
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy the Federal statutory minimum, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. The Participant may satisfy, totally or in part, his obligations pursuant to this Article by electing to have Shares withheld, to redeliver Shares acquired under an Award, or to deliver previously owned Shares, provided that the election is made in writing on or prior to (i) the date of exercise, in the case of Options and SAR’s (ii) the date of payment, in respect of Stock Awards, Restricted Stock Units, Performance Units, Performance Shares, or Cash-Based Awards, and (iii) the expiration of the Period of Restriction, in respect of Restricted Stock. Any election made under this Article shall be irrevocable by the Participant and may be disapproved by the Committee at any time in its sole discretion. If an election is disapproved by the Committee, the Participant must satisfy his obligations pursuant to this paragraph in cash.
All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business, stock and/or assets of the Company.
Article 19. | General Provisions |
19.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
19.2 Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
19.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
19.4 Securities Law Compliance. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act, unless determined otherwise by the Board. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board.
19.5 Listing. The Company may use reasonable endeavors to register Shares allotted pursuant to the exercise of an Option with the United States Securities and Exchange Commission or to effect compliance with the registration, qualification, and listing requirements of any national securities laws, stock exchange, or automated quotation system.
19.6 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
19.7 No Additional Rights. Neither the Award nor any benefits arising under this Plan shall constitute part of an employment contract between the Participant and the Company or any Subsidiary or Affiliate, and accordingly, subject to Section 16.2, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to liability on the part of the Company or any Affiliate for severance payments.
19.8 Employees Based Outside of the United States. Notwithstanding any provision of the Plan to the contrary, to comply with provisions of laws in other countries in which the Company, its Affiliates, and its Subsidiaries operate or have Employees, the Committee, in its sole discretion, shall have the power and authority to:
| (a) | Determine which Affiliates and Subsidiaries will be covered by the Plan or relevant subplans; |
| (b) | Determine which Employees employed outside the United States are eligible to become Participants in the Plan; |
| (c) | Modify the terms and conditions of any Award granted to Participants who are employed outside the United States; |
| (d) | Establish subplans, modified exercise procedures, and other terms and procedures to the extent such actions may be necessary, advisable or convenient, or to the extent appropriate to provide maximum flexibility for the Participant’s financial planning. Any subplans and modifications to the Plan terms or procedures established under this Section 19.8 by the Committee shall be filed with the Plan document as Appendices; and |
| (e) | Take any action, before or after an Award is made, which the Committee deems advisable to obtain, comply with, or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals, as they may affect this Plan, any subplan, or any Participant. |
19.9 Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
19.10 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts located in the Commonwealth of Virginia, County of Fairfax, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.
PRELIMINARY PROXY
CARD
SUBJECT TO
COMPLETION
| | | | | | | | | | | | | | | | | | | | | | | |  | | Shareowner Services
| | | | | | | | | | P.O. Box 64945
| | | | | | | | | | St. Paul, MN 55164-0945
| | | | COMPANY # | | | | | Address Change? Mark box, sign, and indicate changes below: ¨ | | | | | | | | | | | | | | | | | | | | | | TO VOTE BY INTERNET OR | | | | | | | | | | | TELEPHONE, SEE REVERSE SIDE | | | | | | | | | | | OF THIS PROXY CARD. | | |
| | | | | | | | | | | | | | | | | | | | | THE BOARD RECOMMENDS A VOTE “FOR” ALL THE NOMINEES LISTED AND “FOR” PROPOSALS 2, 3, 4 and 5 AND “AGAINST” PROPOSAL 6.
| | | 1. | | ELECTION OF DIRECTORS: The Board’s Nominees are: | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | 1a. John E. Cody | | ¨ | | ¨ | | ¨ | | | | 1f. Gracia C. Martore | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1b. Howard D. Elias | | ¨ | | ¨ | | ¨ | | | | 1g. Scott K. McCune | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1c. Lidia Fonseca | | ¨ | | ¨ | | ¨ | | | | 1h. Susan Ness | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1d. John Jeffry Louis | | ¨ | | ¨ | | ¨ | | | | 1i. Tony A. Prophet | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1e. Marjorie Magner | | ¨ | | ¨ | | ¨ | | | | 1j. Neal Shapiro | | | | ¨ | | ¨ | | ¨ |
| | | | | | | | | | | | | | | | | | | | | 2. | | COMPANY PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year. | | | | | | | | ¨ | | For | | ¨ | | Against | | ¨ | | Abstain | | | | | | | | | | | | 3. | | COMPANY PROPOSAL TO APPROVE Amendment to Third Restated Certificate of Incorporation to impose certain ownership and transfer restrictions on the Company’s stock that are desirable to enhance the Company’s ability to remain compliant with FCC regulations. | | | | | | | | ¨ | | For | | ¨ | | Against | | ¨ | | Abstain | | | | | | | | | | | | 4. | | COMPANY PROPOSAL TO APPROVE the performance measures in the Company’s 2010 Omnibus Incentive Compensation Plan. | | | | | | | | ¨ | | For | | ¨ | | Against | | ¨ | | Abstain | | | | | | | | | | | | 5. | | COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company’s named executive officers. | | | | | | | | ¨ | | For | | ¨ | | Against | | ¨ | | Abstain | | THE BOARD RECOMMENDS A VOTE “AGAINST” PROPOSAL 6. | | | | | | | | | | | | 6. | | SHAREHOLDER PROPOSAL regarding vesting of equity awards of senior executives upon a change of control, if properly presented before the Annual Meeting. | | | | | | | | ¨ | | For | | ¨ | | Against | | ¨ | | Abstain | | THE PROXIES are authorized to vote in their discretion upon such other business, if any, as may properly come before the Annual Meeting or any adjournment thereof. |
| | | | | | | | | Date | | | | | | | | | Signature(s) in Box | | | | | | | Please sign EXACTLY as name appears at the left. Joint owners each should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full related title.
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GANNETT CO., INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 29, 2015
10:00 a.m.
Gannett Co.,adjournment thereof. 1UPX + 03XWGB
• IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • TEGNA Inc.
7950 Jones Branch Drive
McLean, VA 22107
| | | | | | |  | | Gannett Co., Inc. | | | | | | 7950 Jones Branch Drive | | | | | | McLean, VA 22107 | | | proxy | |
+ This Proxy is Solicited on Behalf of the Board of Directors Annual Meeting of Shareholders — April 29, 2015 -April 24, 2024 The undersigned hereby appoints Gracia C. MartoreDavid T. Lougee and Todd A. Mayman,Lauren S. Fisher, or either of them, attorneys and proxies each with power of substitution to represent the undersigned at the Annual Meeting of Shareholders of the Company to be held on April 29, 201524, 2024 and at any adjournment or adjournmentspostponement thereof, with all the power that the undersigned would possess if personally present, and to vote all shares of stock that the undersigned may be entitled to vote at said Annual Meeting, as designated on the reverse, and in accordance with their best judgment in connection with such other business as may come before the Annual Meeting. Please cast your votes on the reverse side, by telephone or online as described on the reverse side. The Board of Directors recommends a voteFOR Proposals 1, 2, 3, 4 and 5 and a voteAGAINST Proposal 6. To vote in accordance with the Board of Directors’ recommendations, just sign the reverse side; no boxes need to be checked. Unless marked otherwise, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Voting Instructions For Gannett Co., Inc.’s
2015 Annual Meeting of Shareholders
Gannett Co., Inc. shareholders of record on March 2, 2015 may vote their shares for matters to be covered at the Company’s 2015 Annual Meeting of Shareholders using a toll-free telephone number, via the Internet or using the attached proxy card. Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Below are voting instructions for all three options.
 Vote By Phone — 1-866-883-3382
Use any touch tone telephone to vote your shares at any time 24 hours a day, 7 days a week, until 11:59 p.m. (Central Time) on April 28, 2015. Have your proxy card in hand when you call. You will be provided with simple voting instructions.
 Vote by the Internet —http://www.proxypush.com/gci/
Use the Internet to vote your shares at any time 24 hours a day, 7 days a week, until 11:59 p.m. (Central Time) on April 28, 2015. Have your proxy card in hand. You will be provided with simple voting instructions.
 Vote By Mail
Mark, sign and date the attached proxy card and return it in the enclosed postage-paid envelope by April 28, 2015.
If you are a current or former employee of Gannett Co.,TEGNA Inc. and own shares of GannettTEGNA common stock through the Gannett Co., Inc.TEGNA 401(k) Savings Plan, we must receive your completed and executed proxy card or your submission of an Internet or telephone vote by 11:59 p.m. (Central(Eastern Time) on April 24, 2015 to allow time for the 401(k) plan administrator to vote on your behalf.19, 2024. If your vote by proxy card, Internetinternet or telephone is not received by 11:59 p.m. (Central(Eastern Time) on April 24, 2015,19, 2024, the plan shares credited to your 401(k) account will be voted by the 401(k) plan administrator in the same proportions as the proxy votes which were timely and properly submitted by other plan participants. If you Authorized Signatures — This section must be completed for your vote by phoneto count. Please date and sign below. B Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the Internet, please do not mail your proxy card.box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. +
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