TEGNA INC. Files 8-K with Key Corporate Updates

TL;DR

TEGNA filed an 8-K on Nov 18th covering votes, other events, and financials.

AI Summary

TEGNA INC. filed an 8-K on November 21, 2025, reporting events as of November 18, 2025. The filing includes information on matters submitted to a vote of security holders, other events, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Tysons, Virginia.

Why It Matters

This 8-K filing provides important updates on corporate actions and financial information for TEGNA INC. shareholders and potential investors.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain any immediate material risks.

Key Players & Entities

• TEGNA INC. (company) — Registrant
• November 18, 2025 (date) — Earliest event date
• November 21, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Tysons, Virginia (location) — Principal executive offices

FAQ

Key Financial Figures

• $1.00 — 6,789 shares of common stock, par value $1.00 per share ("Common Stock") issued and o

Filing Documents

• tm2531511d1_8k.htm (8-K) — 35KB
• tm2531511d1_ex99-1.htm (EX-99.1) — 10KB
• tm2531511d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-115057.txt ( ) — 217KB
• tgna-20251118.xsd (EX-101.SCH) — 3KB
• tgna-20251118_lab.xml (EX-101.LAB) — 33KB
• tgna-20251118_pre.xml (EX-101.PRE) — 22KB
• tm2531511d1_8k_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. TEGNA Inc., a Delaware corporation ("TEGNA"), held a special meeting of stockholders on November 18, 2025 (the "Special Meeting"). A definitive proxy statement on Schedule 14A with respect to the Special Meeting was filed with the U.S. Securities and Exchange Commission (the "SEC") on October 10, 2025 (the "Proxy Statement"). Descriptions of each of the proposals voted upon at the Special Meeting are contained in the Proxy Statement. At the close of business on October 10, 2025, the record date of the Special Meeting, TEGNA had 161,056,789 shares of common stock, par value $1.00 per share ("Common Stock") issued and outstanding. The holders of a total of 136,860,694 shares of Common Stock were present at the Special Meeting, either in person or by proxy, representing approximately 84.97% of the shares of Common Stock issued and outstanding and entitled to vote, which constituted a quorum for the purpose of the Special Meeting. The following is a summary of the final voting results with respect to each of the proposals, including the number of votes cast for and against, and the number of abstentions. 1. A proposal to approve the adoption of the Agreement and Plan of Merger, dated as of August 18, 2025 (as may be further amended or supplemented, the "Merger Agreement"), by and among TEGNA, Nexstar Media Group, Inc. ("Nexstar") and Teton Merger Sub, Inc. For Against Abstain 133,763,880 2,887,840 208,974 2. A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement. For Against Abstain 21,531,139 114,148,241 1,181,314 In connection with the Special Meeting, TEGNA also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate to so

01 Other Events

Item 8.01 Other Events. On November 18, 2025, TEGNA issued a press release (the "Press Release") announcing the preliminary results of the Special Meeting. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated November 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2- Cautionary Statement Regarding Forward-Looking Statements All statements included herein other than statements of historical fact, may be deemed forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Forward-looking that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under "Risk Factors" in TEGNA's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, as well as TEGNA's subsequent filings with the SEC, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals), in the anticipated timeframe or at all, (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of TEGNA's common stock, (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with TEGNA's customers, vendors and others with whom it does business, (5) the occu

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View this 8-K filing on SEC EDGAR