TEGNA Inc. Files 8-K: Bylaws Amended, Shareholder Votes
Ticker: TGNA · Form: 8-K · Filed: Apr 25, 2024 · CIK: 39899
Sentiment: neutral
Topics: corporate-governance, bylaws, shareholder-vote
Related Tickers: TGNA
TL;DR
TEGNA filed an 8-K updating bylaws and reporting on shareholder votes.
AI Summary
TEGNA Inc. filed an 8-K on April 24, 2024, reporting on several key events. These include amendments to its bylaws, submission of matters to a vote of security holders, and other events. The filing also includes financial statements and exhibits, with the report date being April 24, 2024.
Why It Matters
This filing provides updates on TEGNA's corporate governance and significant events that may impact shareholders and the company's operational direction.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant negative events.
Key Players & Entities
- TEGNA Inc. (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- April 24, 2024 (date) — Date of earliest event reported
FAQ
What specific matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not provided in the excerpt.
What were the key amendments made to TEGNA Inc.'s bylaws?
The filing states that amendments to Articles of Incorporation or Bylaws occurred, but the specific nature of these amendments is not detailed in the provided text.
What is the primary business of TEGNA Inc. according to the filing?
TEGNA Inc. is primarily involved in TELEVISION BROADCASTING STATIONS, as indicated by its Standard Industrial Classification code.
When was TEGNA Inc. incorporated?
TEGNA Inc. was incorporated in Delaware.
What is the fiscal year end for TEGNA Inc.?
TEGNA Inc.'s fiscal year ends on December 31.
Filing Stats: 1,052 words · 4 min read · ~4 pages · Grade level 11 · Accepted 2024-04-25 16:47:03
Key Financial Figures
- $1.00 — f the Company's common stock, par value $1.00 per share (the " Common Stock "), were
Filing Documents
- tgna-20240424.htm (8-K) — 79KB
- tgna-ex3_1.htm (EX-3.1) — 51KB
- tgna-ex3_2.htm (EX-3.2) — 236KB
- tgna-ex99_1.htm (EX-99.1) — 9KB
- img141338846_0.jpg (GRAPHIC) — 3KB
- img142262367_0.jpg (GRAPHIC) — 3KB
- img147938879_0.jpg (GRAPHIC) — 10KB
- 0000950170-24-048437.txt ( ) — 573KB
- tgna-20240424.xsd (EX-101.SCH) — 26KB
- tgna-20240424_htm.xml (XML) — 5KB
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. Amendments to Fourth Restated Certificate of Incorporation and By-laws On April 24, 2024, TEGNA Inc. (the " Company ") held the Company's 2024 Annual Meeting of Shareholders (the " Annual Meeting "). As discussed in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved amendments (the " Charter Amendments ") to the Company's Fourth Restated Certificate of Incorporation to include provisions relating to (i) a shareholder right to call a special shareholder meeting (the " Special Meeting Right ") and (ii) the exculpation of the Company's officers under certain circumstances. These amendments became effective upon the filing of the Company's Fifth Restated Certificate of Incorporation (" Restated Charter ") with the Secretary of State of the State of Delaware on April 24, 2024. On April 23, 2024, the Board also approved amendments to the By-laws of the Company, which became effective concurrently with the effectiveness of the Restated Charter. The By-laws were amended to implement the Special Meeting Right and to provide certain procedural and informational requirements related to the Special Meeting Right. The foregoing descriptions of the Charter Amendments and the amendments to the By-laws do not purport to be complete and are qualified in their entirety by reference to, respectively, the full text of the Restated Charter, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein, and the full text of the amended By-laws, a copy of which is attached as Exhibit 3.2 and is incorporated by reference herein.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. As described in Item 5.03 above, the Company held the Annual Meeting on April 24, 2024. Set forth below are each of the matters submitted to a vote of the Company's shareholders at the Annual Meeting, and the certified voting results reported by the inspector of election, Computershare Inc. (" Computershare "). As of the close of business on February 26, 2024, the record date for the Annual Meeting, 176,106,473 shares of the Company's common stock, par value $1.00 per share (the " Common Stock "), were outstanding and entitled to vote. Based on the tabulation of the voting results from Computershare, 167,855,309 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 95.31% percent of the shares of Common Stock entitled to be voted. The tabulation of the voting results from Computershare for the matters submitted to a vote at the Annual Meeting is as follows: (1) Election of Directors Nominee For Against Gina L. Bianchini 146,219,760 3,855,399 Howard D. Elias 143,613,629 6,522,529 Stuart J. Epstein 146,038,982 4,033,290 Karen H. Grimes 147,138,583 2,904,211 David T. Lougee 146,730,076 3,334,420 Scott K. McCune 143,217,166 6,842,642 Henry W. McGee 143,998,760 6,070,161 Neal B. Shapiro 143,423,991 6,648,035 Melinda C. Witmer 146,256,390 3,867,801 (2) Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Abstentions 165,878,691 1,361,329 615,289 (3) Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers Votes For Votes Against Abstentions Broker Non-Votes 135,035,138 14,631,082 875,824 17,313,264 (4) Approval of a Company proposal regarding the Shareholder Right to Call a Special Shareholder Meeting Votes For Votes Against Abstentions Broker Non-Votes 148,710,469.13 1,632,020
01 Other Events
Item 8.01 Other Events. On April 24, 2024, the Company issued a press release confirming the results of the votes at the Annual Meeting, including election of its directors and approval of the Charter Amendments, in each case based on a preliminary vote count. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Fifth Restated Certificate of Incorporation of TEGNA Inc. 3.2 By-laws of TEGNA Inc., as amended through April 24, 2024 99.1 TEGNA Inc. Press Release, dated April 24, 2024 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the 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. TEGNA Inc. Date: April 25, 2024 By: /s/ Marc S. Sher Vice President, Associate General Counsel and Secretary