Gannett Co., Inc. - FORM 8-K - May 11, 2017

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EX-10.1 - AMENDMENT TO THE GANNETT CO., INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN - Gannett Co., Inc.gannett171458_ex10-1.htm

 

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 10, 2017

  

 

GANNETT CO., INC.

(Exact name of registrant as specified in charter)

  

Delaware 1-36874 47-2390983
(State or other jurisdiction 
of incorporation)		 (Commission 
File Number)		 (IRS Employer 
Identification No.)

 

7950 Jones Branch Drive, McLean, Virginia, 22107-0910

(Address of principal executive offices, including zip code)

 

(703) 854-6000

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

 

 

 

 
 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Gannett Co., Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “2017 annual meeting”) on May 10, 2017. At the 2017 annual meeting, the Company’s stockholders approved the proposed amendment to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) described in the Company’s definitive proxy statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on March 24, 2017, as supplemented by the Company’s definitive additional proxy materials filed on April 28, 2017 (the “2017 proxy statement”). As a result of the amendment, the number of shares available for issuance under the Plan was increased by 7,000,000. A copy of the amendment to the Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the 2017 annual meeting, the Company’s stockholders voted on four proposals, each of which was described in the Company’s 2017 proxy statement. The final voting results with respect to each proposal are set forth below.

 

Proposal 1

 

The Company’s stockholders elected each of the ten nominees named in the 2017 proxy statement, to serve on the Board of Directors for a one-year term expiring at the Company’s 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified or until their earlier resignation or removal, as set forth below:

 

Name of Director Nominee For Against Abstain Broker Non-Votes
John E. Cody 88,177,860 1,068,092 2,911,968 11,636,409
Stephen W. Coll 88,550,176 692,443 2,915,302 11,636,409
Robert J. Dickey 88,290,661 958,921 2,908,338 11,636,409
Donald E. Felsinger 88,359,890 861,554 2,936,476 11,636,409
Lila Ibrahim 89,516,907 2,393,350 247,663 11,636,409
Lawrence S. Kramer 88,313,407 936,480 2,908,034 11,636,409
John Jeffry Louis 88,092,030 1,148,750 2,917,140 11,636,409
Tony A. Prophet 88,366,608 857,300 2,934,012 11,636,409
Debra A. Sandler 88,408,283 3,557,558 192,079 11,636,409
Chloe R. Sladden 88,289,608 2,518,744 1,349,568 11,636,409

 

Proposal 2

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2017 fiscal year, as set forth below:

 

For Against Abstain
101,417,604 628,038 1,748,688

 

There were no broker non-votes with respect to this proposal.

 

Proposal 3

 

The Company’s stockholders approved the amendment to the Plan, as set forth below:

             

 

For Against Abstain Broker Non-Votes
81,861,147 9,747,972 548,802 11,636,409

 

 
 

 

Proposal 4

 

The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation program as described in the 2017 proxy statement, as set forth below:

             

 

For Against Abstain Broker Non-Votes
86,219,391 5,553,287 385,242 11,636,409

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Amendment to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan

 

 

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

             
        Gannett Co., Inc.
       
Date: May 11, 2017       By:  

/s/ Barbara W. Wall

            Barbara W. Wall
            Senior Vice President and Chief Legal Officer

 

 

 

 

 
 

EXHIBIT INDEX

 

10.1 Amendment to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan

 

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