TEGNA INC. DEF 14A Filing

Ticker: TGNA · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 39899

Sentiment: neutral

Topics: TEGNA, TGNA, DEF 14A, Executive Compensation, Stock Awards

TL;DR

<b>TEGNA INC. files DEF 14A detailing executive compensation and stock award valuations for fiscal years 2020-2023.</b>

AI Summary

TEGNA INC (TGNA) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Filing is a DEF 14A for TEGNA INC. (TGNA). The filing includes data related to executive compensation and stock awards. Specific data points include changes in fair value of stock awards and pension benefits for PEO and Non-PEO members. Reporting periods mentioned include 2020, 2021, 2022, and 2023. The filing details fair value calculations for awards granted in prior years that were forfeited or vested during the current year.

Why It Matters

For investors and stakeholders tracking TEGNA INC, this filing contains several important signals. This filing provides detailed financial information on executive compensation, including stock awards and pension benefits, which is crucial for understanding the company's incentive structures and potential dilution. The specific breakdowns of fair value changes for PEO and Non-PEO members offer insight into how executive compensation is tied to company performance and market fluctuations.

Risk Assessment

Risk Level: — TEGNA INC shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and stock awards, with no immediate red flags or significant deviations from typical reporting.

Analyst Insight

Review the detailed breakdown of stock award fair value changes and pension benefit adjustments to assess the impact on executive compensation and potential shareholder dilution.

Key Numbers

Key Players & Entities

FAQ

When did TEGNA INC file this DEF 14A?

TEGNA INC filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TEGNA INC (TGNA).

Where can I read the original DEF 14A filing from TEGNA INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TEGNA INC.

What are the key takeaways from TEGNA INC's DEF 14A?

TEGNA INC filed this DEF 14A on March 11, 2024. Key takeaways: Filing is a DEF 14A for TEGNA INC. (TGNA).. The filing includes data related to executive compensation and stock awards.. Specific data points include changes in fair value of stock awards and pension benefits for PEO and Non-PEO members..

Is TEGNA INC a risky investment based on this filing?

Based on this DEF 14A, TEGNA INC presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and stock awards, with no immediate red flags or significant deviations from typical reporting.

What should investors do after reading TEGNA INC's DEF 14A?

Review the detailed breakdown of stock award fair value changes and pension benefit adjustments to assess the impact on executive compensation and potential shareholder dilution. The overall sentiment from this filing is neutral.

How does TEGNA INC compare to its industry peers?

TEGNA INC. operates in the television broadcasting industry, providing content and advertising services.

Are there regulatory concerns for TEGNA INC?

The DEF 14A filing is a standard disclosure required by the SEC for public companies regarding executive compensation and corporate governance matters.

Industry Context

TEGNA INC. operates in the television broadcasting industry, providing content and advertising services.

Regulatory Implications

The DEF 14A filing is a standard disclosure required by the SEC for public companies regarding executive compensation and corporate governance matters.

What Investors Should Do

  1. Analyze the specific fair value changes for stock awards granted to PEO and Non-PEO members across 2020-2023.
  2. Examine the reported changes in pension benefits for defined benefit and actuarial pension plans.
  3. Cross-reference executive compensation disclosures with company performance metrics if available in other filings.

Year-Over-Year Comparison

This is the initial analysis of the DEF 14A filing dated 2024-03-11, focusing on the disclosed compensation data.

Filing Stats: 4,432 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2024-03-11 16:10:09

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Page 24 Compensation Discussion and Analysis INVESTMENT IN TEGNA STOCK BY DIRECTORS AND EXECUTIVE OFFICERS 71 25 Executive Summary 28 Overview of Executive Compensation Program 28 How the Committee Determines NEO Compensation COST OF SOLICITING PROXIES 72 43 Leadership Development and Compensation Committee Report Questions and Answers about the Proxy Materials and Annual Meeting 73 44 Summary Compensation Table 45 Grants of Plan-Based Awards 46 Outstanding Equity Awards at Fiscal Year-End 47 Option Exercises and Stock Vested ADDITIONAL INFORMATION 78 47 Pension Benefits 48 Non-Qualified Deferred Compensation 49 Other Potential Post-Employment Payments 55 CEO Pay Ratio 56 Pay Versus Performance PROPOSAL 3 – APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Page 59 2024 Proxy Statement Summary: Snapshot of 2023 Director Nominees TEGNA Inc. 2024 Proxy Statement Summary This summary highlights information about TEGNA Inc. ("TEGNA" or the "Company") and the upcoming 2024 annual meeting of shareholders (the "Annual Meeting"). Please review the complete Proxy Statement and TEGNA's annual report for the fiscal year ended December 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 11, 2024. ANNUAL MEETING OF SHAREHOLDERS Time and Date: Record Date: Admission: 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 av

Executive Compensation Practices

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 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 Proposal 1—Election of Directors: Information about the TEGNA Nominees Propo sal 1—Election of Directors (Proposal 1 on the proxy card) Your Boa rd of Directors The Board of Directors is currently composed of the nine directors nominated for reelection. The Board of Directors held twelve meetings during 2023. Each of our incumbent directors a

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing