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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):
June 3, 2024

GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware001-3609738-3910250
(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number) (I.R.S. Employer Identification No.)
175 Sully's Trail, Suite 203,
Pittsford,New York14534-4560
(Address of principal executive offices)(Zip Code)
(585)
598-0030
(Registrant's telephone number, including area code)(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareGCINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described below in Item 5.07 of this Current Report on Form 8-K, on June 3, 2024, at the Annual Meeting of Stockholders (the "Annual Meeting") of Gannett Co., Inc. (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to allow for exculpation of certain of the Company's officers to the extent permitted by Delaware law. On June 3, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter that sets forth the Amendment (the "Certificate of Amendment").

A description of the Amendment is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024, in the section entitled "Proposal No. 4 – Approval of an Amendment to our Charter to Reflect Delaware Law Provisions Regarding Officer Exculpation." The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

At the Annual Meeting of the Company held on June 3, 2024, the stockholders of the Company voted on the matters described below. As of April 9, 2024, the record date for the Annual Meeting, holders of 147,547,609 shares of common stock of the Company were entitled to vote.

Proposal 1. The Company's stockholders elected the following nine director nominees to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.
Director NomineesVotes ForVotes WithheldBroker Non-Votes*
Maha Al-Emam102,035,701 631,327 19,847,539 
Theodore P. Janulis100,964,276 1,702,752 19,847,539 
John Jeffry Louis III100,791,287 1,875,741 19,847,539 
Michael E. Reed101,727,117 939,911 19,847,539 
Amy Reinhard101,620,422 1,046,606 19,847,539 
Debra A. Sandler100,677,512 1,989,516 19,847,539 
Kevin M. Sheehan101,609,789 1,057,239 19,847,539 
Laurence Tarica100,949,161 1,717,867 19,847,539 
Barbara W. Wall101,602,804 1,064,224 19,847,539 

Proposal 2. The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentions
120,415,8632,023,20575,499



Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
100,188,9162,379,78198,33119,847,539

Proposal 4. The Company's stockholders approved an amendment to the Company's Charter to reflect Delaware law provisions regarding officer exculpation, subject to the Board of Director's discretion not to implement such amendment. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
100,939,3831,611,248116,39719,847,539

Proposal 5. The Company's stockholders did not approve an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
101,910,352629,152127,52419,847,539

Proposal 6a. The Company's stockholders did not approve an amendment to the Charter to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
101,685,871854,948126,20919,847,539

Proposal 6b. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to the amendment of the Bylaws. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
101,716,606879,59370,82919,847,539

Proposal 6c. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
Votes ForVotes AgainstAbstentionsBroker Non-Votes*
101,676,408860,973129,64719,847,539

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm but not entitled to vote on any other proposals at the Annual Meeting.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.DescriptionLocation
3.1Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Gannett Co., Inc., dated June 3, 2024
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)Attached.

Use of Website to Distribute Material Company Information

The Company's website is www.gannett.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.





SIGNATURE
Pursuant to 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.
Gannett Co., Inc.
Date: June 4, 2024
By:/s/ Douglas E. Horne
 Douglas E. Horne
Chief Financial Officer (principal financial officer)




Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GANNETT CO., INC.

Gannett Co. Inc., (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the Corporation is Gannett Co., Inc.

2.Article SIXTH of the Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“SIXTH: No director or officer shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.”

3.The amendment described herein was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned authorized officer of the Corporation this 3rd day of June 2024.


GANNETT CO, INC.


By:   /s/ Michael E. Reed                               
Name: Michael E. Reed
Title: Chief Executive Officer and President

v3.24.1.1.u2
Cover Page
Jun. 03, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name GANNETT CO., INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36097
Entity Tax Identification Number 38-3910250
Entity Address, Address Line One 175 Sully's Trail
Entity Address, Address Line Two Suite 203
Entity Address, City or Town Pittsford,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14534-4560
City Area Code 585
Local Phone Number 598-0030
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol GCI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001579684
Current Fiscal Year End Date --12-31
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