TEGNA Inc. Appoints New Director, Adjusts Executive Compensation

TL;DR

TEGNA adds a director and tweaks exec pay. Board changes incoming.

AI Summary

TEGNA INC. announced on June 17, 2024, changes in its board of directors and executive compensation. Specifically, Michael D. McGlone was appointed as a new director, and the company also disclosed details regarding compensatory arrangements for its officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• TEGNA INC. (company) — Registrant
• Michael D. McGlone (person) — Newly appointed director
• Delaware (jurisdiction) — State of Incorporation
• 1-6961 (commission_file_number) — SEC File Number
• 16-0442930 (irs_number) — IRS Employer Identification No.
• 8350 Broad Street, Suite 2000 (address) — Principal Executive Offices
• Tysons, Virginia (location) — Principal Executive Offices Location
• 22102-5151 (zip_code) — Principal Executive Offices Zip Code
• 703-873-6600 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 per share TGNA NYSE Indicate by c
• $1,000,000 — which Mr. Steib's annual base salary is $1,000,000 and his target annual bonus opportunity
• $4,000,000 — k unit award with a grant date value of $4,000,000 and a performance stock unit award with
• $2,000,000 — award with a target grant date value of $2,000,000, which collectively represent his long-
• $550,000 — e will receive an annual base salary of $550,000 and will be eligible for an annual bonu

Filing Documents

• tgna8k61924.htm (8-K) — 38KB
• tgna8k_ex10-1.htm (EX-10.1) — 188KB
• tgna8k_ex10-2.htm (EX-10.2) — 48KB
• tgna8k_ex99-1.htm (EX-99.1) — 12KB
• image00002.jpg (GRAPHIC) — 9KB
• tegna_logo.jpg (GRAPHIC) — 15KB
• 0000898822-24-000003.txt ( ) — 507KB
• tgna-20240617.xsd (EX-101.SCH) — 4KB
• tgna-20240617_lab.xml (EX-101.LAB) — 22KB
• tgna-20240617_pre.xml (EX-101.PRE) — 16KB
• tgna8k61924_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Transition and Board Appointments On June 17, 2024, TEGNA Inc. (the "Company") announced that its Board of Directors (the "Board") has appointed Michael Steib as President and Chief Executive Officer and as a member of the Board, effective as of August 12, 2024 (the "Transition Date"). Mr. Steib succeeds David T. Lougee, who will retire as President and Chief Executive Officer of the Company and resign as a member of the Board, in each case, effective as of the Transition Date. Mr. Steib, 47, has been the Chief Executive Officer and a member of the board of directors of Art.sy, Inc. (doing business as Artsy), an online art marketplace, since July 2019. From July 2013 to January 2019, Mr. Steib served as President and Chief Executive Officer of XO Group, parent company of The Knot. Prior to that, Mr. Steib served as the Chief Executive Officer of vente-privee devient Veepee from July 2011 to March 2013, held various executive positions at Google Inc. (now Alphabet Inc (NASDAQ: GOOG)) from January 2007 to July 2011, and held various executive positions at NBCUniversal from April 2001 to January 2007. Mr. Steib served as a member of the board of directors of Ally Financial Inc. (NYSE: ALLY) from July 2015 to March 2024. He is a published author and podcast host on leadership and professional development, and holds B.A. degrees in economics and international relations from the University of Pennsylvania. Also on June 17, 2024, the Company announced that, effective as of July 1, 2024, the Board increased the size of the Board from nine to eleven directors and appointed each of Catherine Dunleavy and Denmark West to the Board, to serve until the Company's 2025 annual meeting of stockholders. The Board has affirmatively determined that Ms. Dunleavy and Mr. West are "independent" under the rules of t

01

Item 7.01. Regulation FD Disclosure. A copy of the press release issued by the Company on June 17, 2024 regarding the executive transition and director appointments is furnished as Exhibit 99.1 to Current Report on Form 8-K. This information shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Offer Letter, dated as of June 17, 2024, by and between TEGNA Inc. and Michael Steib. 10.2 Letter Agreement, dated as of June 17, 2024, by and between TEGNA Inc. and David T. Lougee. 99.1 Press Release, dated as of June 17, 2024.

SIGNATURES

SIGNATURES 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. Date: June 20, 2024 TEGNA INC. By: /s/ Marc S. Sher Marc S. Sher Vice President, Associate General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR