Gannett Files 8-K on Corporate Actions and Shareholder Votes
Ticker: TDAY · Form: 8-K · Filed: Jun 4, 2024 · CIK: 1579684
| Field | Detail |
|---|---|
| Company | Gannett Co., Inc. (TDAY) |
| Form Type | 8-K |
| Filed Date | Jun 4, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update, shareholder-rights
Related Tickers: GCI
TL;DR
Gannett dropped an 8-K detailing changes to shareholder rights, bylaws, and upcoming votes. Keep an eye on this.
AI Summary
Gannett Co., Inc. filed an 8-K on June 3, 2024, reporting on several key events. These include material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also covers financial statements and exhibits, indicating significant corporate actions and disclosures.
Why It Matters
This filing provides crucial updates on Gannett's corporate governance and potential changes affecting shareholder rights, which are important for investors to monitor.
Risk Assessment
Risk Level: medium — The filing indicates potential changes in corporate structure and shareholder rights, which could impact the company's future operations and stock value.
Key Players & Entities
- Gannett Co., Inc. (company) — Registrant
- June 3, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-36097 (identifier) — Commission File Number
- 38-3910250 (identifier) — I.R.S. Employer Identification Number
FAQ
What specific material modifications were made to the rights of Gannett's security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not elaborated upon in the provided text, requiring a review of the full document.
Were there any amendments to Gannett's articles of incorporation or bylaws?
Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item of information being reported.
What matters were submitted to a vote of Gannett's security holders?
The filing lists 'Submission of Matters to a Vote of Security Holders' as an item of information, suggesting that such matters were indeed presented for a vote.
Does this 8-K filing include financial statements?
Yes, the filing explicitly mentions 'Financial Statements and Exhibits' as an item of information being reported.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on June 3, 2024.
Filing Stats: 1,500 words · 6 min read · ~5 pages · Grade level 10.8 · Accepted 2024-06-04 08:06:14
Key Financial Figures
- $0.01 — ich Registered Common Stock, par value $0.01 per share GCI New York Stock Exchange
Filing Documents
- gci-20240603.htm (8-K) — 68KB
- a2024exhibit31.htm (EX-3.1) — 7KB
- 0001579684-24-000035.txt ( ) — 209KB
- gci-20240603.xsd (EX-101.SCH) — 2KB
- gci-20240603_lab.xml (EX-101.LAB) — 23KB
- gci-20240603_pre.xml (EX-101.PRE) — 13KB
- gci-20240603_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below in Item 5.07 of this Current Report on Form 8-K, on June 3, 2024, at the Annual Meeting of Stockholders (the "Annual Meeting") of Gannett Co., Inc. (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to allow for exculpation of certain of the Company's officers to the extent permitted by Delaware law. On June 3, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter that sets forth the Amendment (the "Certificate of Amendment"). A description of the Amendment is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024, in the section entitled "Proposal No. 4 – Approval of an Amendment to our Charter to Reflect Delaware Law Provisions Regarding Officer Exculpation." The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting of the Company held on June 3, 2024, the stockholders of the Company voted on the matters described below. As of April 9, 2024, the record date for the Annual Meeting, holders of 147,547,609 shares of common stock of the Company were entitled to vote. Proposal 1 . The Company's stockholders elected the following nine director nominees to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below. Director Nominees Votes For Votes Withheld Broker Non-Votes* Maha Al-Emam 102,035,701 631,327 19,847,539 Theodore P. Janulis 100,964,276 1,702,752 19,847,539 John Jeffry Louis III 100,791,287 1,875,741 19,847,539 Michael E. Reed 101,727,117 939,911 19,847,539 Amy Reinhard 101,620,422 1,046,606 19,847,539 Debra A. Sandler 100,677,512 1,989,516 19,847,539 Kevin M. Sheehan 101,609,789 1,057,239 19,847,539 Laurence Tarica 100,949,161 1,717,867 19,847,539 Barbara W. Wall 101,602,804 1,064,224 19,847,539 Proposal 2 . The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions 120,415,863 2,023,205 75,499 Proposal 3 . The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 100,188,916 2,379,781 98,331 19,847,539 Proposal 4 . The Company's stockholders approved an amendment to the Company's Charter to reflect Delaware law provisions regarding officer exculpation, subject to the Board of Director's discretion not to implement such amendment. The results of the vote are summarized in the ta
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Location 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Gannett Co., Inc., dated June 3, 2024 Filed herewith. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) Attached. Use of Website to Distribute Material Company Information The Company's website is www.gannett.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information. SIGNATURE Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Gannett Co., Inc. Date: June 4, 2024 By: /s/ Douglas E. Horne Douglas E. Horne Chief Financial Officer (principal financial officer)