UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2014

 

 

GANNETT CO., INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware		1-6961		16-0442930
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

7950 Jones Branch Drive McLean, Virginia		22107-0910
(Address of Principal Executive Offices)		(Zip Code)

(703) 854-6000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2014, the Company announced that its Board of Directors has elected Lidia Fonseca to serve as a director of the Company, effective July 1, 2014. Ms. Fonseca’s Board committee assignments will be determined at a later date. A press release announcing the election of Ms. Fonseca to the Company’s Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 1, 2014, Duncan M. McFarland retired from the Gannett Board of Directors as a result of reaching the Company’s retirement age for directors. Mr. McFarland has served as a Gannett director since 2004 and we are grateful for his long-time dedication to the Company and its shareholders.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 1, 2014. The voting results on the proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results on the proposal to elect nine nominees to the Company’s Board of Directors were as follows:

 

		For				Against				Abstain				Broker Non-Votes
John E. Cody			185,501,690				742,701				376,888				14,509,073
Howard D. Elias			184,840,288				1,404,971				376,019				14,509,073
John Jeffry Louis			185,531,084				730,307				359,888				14,509,073
Marjorie Magner			184,412,249				1,883,458				325,571				14,509,073
Gracia C. Martore			185,379,016				945,747				296,517				14,509,073
Scott K. McCune			185,010,238				1,240,578				370,463				14,509,073
Susan Ness			185,063,517				1,195,763				361,999				14,509,073
Tony A. Prophet			185,497,158				763,125				360,995				14,509,073
Neal Shapiro			184,796,415				1,436,471				388,392				14,509,073

Proposal 2

The voting results on the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year were as follows:

 

For				Against				Abstain				Broker Non-Votes
	199,365,527				1,525,556				239,268				0

Proposal 3

The voting results on the resolution to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers reported in the Company’s 2014 proxy statement were as follows:

 

For				Against				Abstain				Broker Non-Votes
	176,674,356				8,877,691				1,068,919				14,509,385

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Proposal 4

The voting results of the shareholder proposal regarding the vesting of equity awards of senior executives upon a change of control were as follows:

 

For				Against				Abstain				Broker Non-Votes
	96,833,652				88,711,584				1,076,042				14,509,073

 

Item 9.01.

Financial Statements and Exhibits

 

(d)	Exhibit 99.1

Press Release issued May 1, 2014.

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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 thereunder duly authorized.

 

Date: May 2, 2014

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Index to Exhibits

 

Exhibit No.		Description
99.1		Press release announcing the election of Ms. Fonseca to the Company’s Board.