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JOHN J. CURLEY
March 22, 1996
On behalf of your Board of Directors and management, I cordially invite you
to attend the Annual Meeting of Shareholders to be held on Tuesday, May 7, 1996,
at 10:00 a.m., at the Company's headquarters, 1100 Wilson Boulevard, Arlington,
At this meeting you will be asked to vote for the election of four
directors, to vote for certain amendments to the Company's 1978 Executive
Long-Term Incentive Plan and for the election of Price Waterhouse as the
Company's independent auditors for the 1996 fiscal year. These matters are
discussed in detail in the attached proxy statement.
Your Board of Directors believes these proposals are in the best interests
of the Company and its shareholders and recommends that you vote for them.
There also are three shareholder proposals that we understand will be
presented for consideration at the meeting. The shareholder proposals also are
discussed in the attached proxy statement.
Your Board believes these three proposals are not in the best interests of
the Company and its shareholders and recommends that you vote against them.
It is important that your shares be represented at the meeting whether or
not you plan to attend. Please sign and date the enclosed proxy card and return
it in the envelope provided.
Thank you for your continued support.
/s/ JOHN J. CURLEY
John J. Curley
1100 Wilson Boulevard, Arlington, VA 22234 (703) 284-6000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996
To Our Shareholders:
The Annual Meeting of Shareholders of Gannett Co., Inc. will be held at the
Company's headquarters, 1100 Wilson Boulevard, Arlington, Virginia, at 10:00
a.m. on May 7, 1996 for the following purposes:
(1) to elect four directors;
(2) to act upon a proposal concerning amendments of the 1978 Executive
Long-Term Incentive Plan;
(3) to act upon a proposal to elect Price Waterhouse as the Company's
independent auditors for the 1996 fiscal year; and
(4) to consider three shareholder proposals and to transact such other
business, if any, as may properly come before the meeting or any
The Board of Directors has fixed the close of business on March 8, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE
TO ATTEND THE MEETING.
By Action of the Board of Directors
/s/ THOMAS L. CHAPPLE
Thomas L. Chapple
March 22, 1996
1996 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Gannett Co., Inc. for the Annual Meeting of
Shareholders to be held on May 7, 1996.
The close of business on March 8, 1996 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the Annual Meeting. On that date there were 140,753,924 shares of Common Stock
outstanding and entitled to vote. Each share of Common Stock is entitled to one
Shares represented by proxies will be voted in accordance with the
specifications made on the proxy card by the shareholder. Any proxy not
specifying the contrary will be voted in the election of directors for the Board
of Directors' nominees, in favor of the proposal to amend the 1978 Executive
Long-Term Incentive Plan, in favor of the proposal regarding the election of
auditors and against the three shareholder proposals. A shareholder giving a
proxy has the right to revoke it by a duly executed proxy bearing a later date,
by attending the meeting and voting in person, or by otherwise notifying the
Company prior to the meeting. If you are a participant in the Company's Dividend
Reinvestment, Employee Stock Ownership or 401(k) Plans, shares of Gannett stock
which are held for you in those plans may be voted through the proxy card
accompanying this Proxy Statement. If no instructions are given by you, shares
held in the Dividend Reinvestment Plan will not be voted. All shares in the
Employee Stock Ownership and 401(k) Plans for which no instructions are received
will be voted by the trustees in the same proportion as shares for which the
trustees receive instructions from participants.
The principal executive offices of the Company are located at 1100 Wilson
Boulevard, Arlington, Virginia 22234. This Proxy Statement and the enclosed
proxy card are being furnished to shareholders on or about March 22, 1996.
PROPOSAL 1--ELECTION OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. Among the committees of the Board are
the Management Continuity Committee, the Executive Compensation Committee and
the Audit Committee.
The Management Continuity Committee develops long-range management
succession plans and recommends to the Board candidates for nomination as
directors and for election as officers. In making recommendations for directors
for the 1997 Annual Meeting, the Committee will consider any written suggestions
of shareholders received by the Secretary of the Company prior to February 1,
1997. The Committee consists of Meredith A. Brokaw, Chair, John J. Curley, Drew
Lewis, and Carl T. Rowan. The Committee met 3 times during 1995.
The Executive Compensation Committee makes recommendations concerning the
compensation and benefits of elected officers and senior executives, grants
awards under and administers the Company's executive incentive plans, and
generally assumes responsibility for all matters related to the foregoing. The
Committee consists of Thomas A. Reynolds, Jr., Chair, Peter B. Clark, and
Dolores D. Wharton. None of the members of the Committee is an employee of the
Company. The Committee met 6 times during 1995.
The Audit Committee periodically reviews the Company's auditing practices
and procedures and recommends independent auditors to be elected by the
shareholders. The Audit Committee consists of Stuart T. K. Ho, Chair, Andrew F.
Brimmer, Drew Lewis, Josephine P. Louis and Thomas A. Reynolds, Jr. None of the
members of the Committee is an employee of the Company. The Committee met 4
times during 1995.
The Board of Directors of the Company is currently composed of 13
directors, but following the retirement discussed below, the Board size will be
reduced to 12 directors. The By-laws of the Company provide that each director,
in order to be eligible for election to the Board, must own at least one
thousand shares of the Common Stock of the Company. Under the Company's
Certificate of Incorporation and By-laws, the Board is divided into three
classes, as nearly equal in number as possible. At each Annual Meeting of
Shareholders, directors constituting one class are elected for a three-year
term. The Board of Directors intends to nominate the four persons named below
for election to the Board of Directors. All of the nominees are currently
directors. If elected, they will serve until the Annual Meeting of Shareholders
to be held in 1999 or until such time as their respective successors are
elected. The Company's By-laws provide that a director may not serve after the
annual meeting following the director's 70th birthday or, in the case of
directors who are also employees, the 65th birthday. Carl Rowan reached age 70
on August 11, 1995 and will retire from the Board on May 7, 1996, after serving
six years as a director. Dr. Brimmer will reach age 70 in September 1996 and,
will retire from the Board by the 1997 Annual Meeting. Mr. Melton, who is an
employee, will reach age 65 on July 24, 1996 and will retire from the Board by
the 1997 Annual Meeting. The Board of Directors held 7 meetings during 1995. All
of the directors attended at least 75% of the total meetings of the Board and
any committee on which they served.
The Board believes that all the nominees will be available and able to
serve as directors. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the Board
may recommend, the Board may reduce the number of directors to eliminate the
vacancy, or the Board may fill the vacancy at a later date after selecting an
appropriate nominee. A plurality of the votes cast at this meeting by the
holders of stock entitled to vote in the election is required for election of
the directors. The four nominees with the highest number of votes will be
elected. If a shareholder, present in person or by proxy, withholds a vote from
one or more directors, the shareholder's shares will not be counted in
determining the votes for those directors. If a shareholder holds shares in a
broker's account and has given specific voting instructions, the shares will be
voted in accordance with those instructions. If no voting instructions are
given, under New York Stock Exchange rules the broker may exercise its
discretionary authority to vote for the Board of Directors' nominees.
The following sets forth information concerning the principal occupations
and business experience of the nominees and of those directors whose terms of
office will continue following the Annual Meeting.
THE FOLLOWING PERSONS HAVE BEEN NOMINATED FOR ELECTION AT THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 1996:
MEREDITH A. BROKAW
Mrs. Brokaw, 55, owns and operates Penny Whistle Toys, Inc., in New York
City, and is the author of seven children's books. She is a director of
Conservation International, Washington, D.C. She has been a director of Gannett
PETER B. CLARK
Mr. Clark, 67, was Chairman, President and Chief Executive Officer of The
Evening News Association, which merged with Gannett in 1986. He was Publisher of
The Detroit News from 1963 to 1981. He was President of The Evening News
Association from 1963 until his retirement in 1986. In 1987, he was Regents
Professor at the Graduate School of Management, University of California at Los
Angeles. He is also a trustee of Harper-Grace Hospital, Detroit, Michigan. He
has been a director of Gannett since 1986.
JOHN J. CURLEY
Mr. Curley, 57, is Chairman, President and Chief Executive Officer of
Gannett. He was President and Chief Executive Officer of the Company from 1986
to 1989 and President and Chief Operating Officer of Gannett from 1984 to 1986.
He has served the Company in various other executive capacities since 1983 and
has been a director since 1983. Mr. Curley is a member of the Dickinson College
Board of Trustees.
JOSEPHINE P. LOUIS
Mrs. Louis, 65, is Chairman and Chief Executive Officer of Eximious Inc.
and Eximious Ltd. She is a director of HDO Productions, Inc. and a trustee of
the Chicago Horticultural Society and the Chicago Historical Society. She has
been a director of Gannett since 1994.
THE FOLLOWING DIRECTORS ARE SERVING ON THE BOARD FOR A TERM THAT ENDS AT
THE 1997 ANNUAL MEETING:
Mrs. Carter, 68, is the former First Lady. She serves as a member of the
Board of Directors of the Carter Presidential Center and Friendship Force
International, Rosalynn Carter Institute of Georgia Southwestern College, the
Board of Advisors of Habitat for Humanity, Inc., and the Board of Trustees of
The Menninger Foundation. She has been a director of Gannett since 1983.
Mr. Lewis, 64, is Chairman and Chief Executive Officer of Union Pacific
Corporation. He was President and Chief Operating Officer of Union Pacific
Corporation from 1986 to 1987 and Chairman and Chief Executive Officer of Union
Pacific Railroad Company in 1986. He served as the United States Secretary of
Transportation from 1981 to 1983. He is a director of Union Pacific Corporation,
Union Pacific Resources Group Inc., American Express Company, American Telephone
& Telegraph Company, Ford Motor Company and the FPL Group, Inc. He has been a
director of Gannett since August 21, 1995.
THOMAS A. REYNOLDS, JR.
Mr. Reynolds, 67, is Chairman Emeritus of the law firm of Winston & Strawn,
Chicago, Illinois. He is also a director of Jefferson Smurfit Group and Union
Pacific Corporation. Winston & Strawn performed legal services for Gannett in
1995. He has been a director of Gannett since 1979.
DOLORES D. WHARTON
Mrs. Wharton, 68, is Chairman and Chief Executive Officer of the Fund for
Corporate Initiatives, Inc., a non-profit organization devoted to strengthening
the role of women and minorities in the corporate world through professional
development and upward mobility programs for younger executives. She is also a
director of the Kellogg Company and COMSAT Corporation. She has been a director
of Gannett since 1979.
THE FOLLOWING DIRECTORS ARE SERVING ON THE BOARD FOR A TERM THAT ENDS AT
THE 1998 ANNUAL MEETING:
ANDREW F. BRIMMER
Dr. Brimmer, 69, is President and a director of Brimmer & Company, Inc., an
economic and financial consulting firm in Washington, D.C. He is also Chairman
of the District of Columbia Financial Responsibility and Management Assistance
Authority and a former member of the Federal Reserve Board. Dr. Brimmer served
as a visiting professor at the Harvard Business School from 1974 to 1976 and as
a governor of the Federal Reserve System from 1966 to 1974. He is a director of
Airborne Express, BankAmerica Corporation and Bank of America NT&SA, BlackRock
Investment Income Trust, Inc. (and other Funds), Carr Realty Corporation,
Connecticut Mutual Life Insurance Company, E.I. duPont de Nemours & Company,
Navistar International Corporation, and PHH Corporation. He is also a Trustee of
the College Retirement Equities Fund. He has been a director of Gannett since
STUART T. K. HO
Mr. Ho, 60, is Chairman of the Board and President of Capital Investment of
Hawaii, Inc. Mr. Ho is also a director of Aloha Airgroup, Inc., Bancorp Hawaii,
Inc., and Capital Investment of Hawaii, Inc. He is also a Trustee of the College
Retirement Equities Fund. He has been a director of the Company since 1984.
DOUGLAS H. MCCORKINDALE
Mr. McCorkindale, 56, is Vice Chairman and Chief Financial and
Administrative Officer of Gannett and has served the Company in various other
executive capacities since 1971. He is also a director of Continental Airlines,
Inc. and Frontier Corporation and a director of seven funds which are part of
the Prudential group of mutual funds. He has been a director of Gannett since
ROLLAN D. MELTON
Mr. Melton, 64, is Chairman and Chief Executive Officer of Speidel
Newspapers Inc., a Gannett subsidiary, and serves as a columnist for the Reno
Gazette-Journal. He is also a director of the National Judicial College and the
John Ben Snow Trust and Foundation. Mr. Melton has served as President or
Chairman and as Chief Executive Officer of Speidel since 1972. He has been a
director of Gannett
SECURITIES OWNED BY GANNETT MANAGEMENT
The following table shows the number of shares of Gannett Common stock
beneficially owned by all directors, including the nominees listed above and the
named executive officers, on March 1, 1996:
NAME OF OFFICER OR DIRECTOR TITLE SHARES OWNED
- --------------------------------------- ----------------------------------- ------------
The number of shares shown for the persons named above represents in each
instance less than 1% of the outstanding shares. All directors and executive
officers as a group beneficially owned 1,794,310 shares of the Company's Common
Stock on March 1, 1996, which represents 1.3% of the outstanding shares. Of the
shares reported, the following shares are included because they may be purchased
pursuant to stock options that were exercisable on March 1, 1996 or will become
exercisable by May 7, 1996: Mr. John Curley--418,740; Mr. McCorkindale--266,250;
Mr. Watson--54,745; Mr. Walker--23,150; Mr. Thomas Curley--37,985; all executive
officers as a group--1,048,778. For all shares presently owned, each director or
executive officer possesses sole voting power and sole investment power, except
for Mr. Melton, who shares investment and voting power with respect to 50,000
shares held in trust.
Certain shares have not been reported above because, in each case, the
director or executive officer has disclaimed beneficial ownership. Ownership of
the following shares is disclaimed because they are held in the names of family
members or in trust: Mr. Clark--300; Mr. Ho--6,508; Mr. Rowan--1,300; Mr.
McCorkindale--457; all directors and executive officers as a group--15,737.
The shares reported above do not include 700,700 shares of the Company's
Common Stock owned as of March 1, 1996 by the Gannett Retirement Plan Trust. The
following officers of the Company serve on the Retirement Plan Committee, which
has the power to direct the voting of those shares: John Curley, Douglas
McCorkindale, Richard L. Clapp (Senior Vice President, Personnel), and Jimmy L.
Thomas (Senior Vice President, Financial Services and Treasurer).
COMPENSATION OF DIRECTORS
The Company compensates its directors through the payment of annual fees
and meeting fees. The annual fee is $42,500. Each director also receives a fee
of $1,250 for each Board meeting attended. Each committee chair also receives an
annual fee of $5,000 and each committee member, including the chair, receives a
fee of $1,000 for each committee meeting attended. Directors who are employees
of the Company or its subsidiaries receive no director fees. Directors may elect
to defer payment of their fees to future years under the 1987 Deferred
Compensation Plan, which provides for eight investment options, including mutual
funds and a Gannett Common Stock fund.
The Company has established a Retirement Plan for Directors in which
non-employee members of the Board of Directors are eligible to participate. The
annual benefit under the Plan is equal to a percentage of the highest annual
director's compensation during the ten years of service preceding the director's
retirement from the Board as follows: 10 years or more, 100%; nine years, 90%;
eight years, 80%; seven years, 70%; six years, 60%; five years, 50%; and less
than five years, 0%. The annual benefit will be paid each quarter for 10 years
except in the case of lump sum payments in the event of death.
COMPENSATION OF GANNETT MANAGEMENT
The Executive Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing and administering Gannett's
compensation and stock ownership programs for executive officers. The Committee
is composed entirely of independent outside directors. The following is the
Committee's report on its decisions concerning compensation of executives during
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
In 1995, the Committee continued to emphasize the important link between
the Company's performance, which benefits its shareholders, and the compensation
of its executive officers.
In making its compensation decisions, the Committee first considered the
Company's performance, as evidenced by earnings per share, operating income as a
percentage of sales, stock price and overall market value, together with
management's recommendations and the Committee's subjective judgment. The
Committee also compared the Company's performance to that of its competitors and
concluded that the Company's performance was superior. Companies with comparable
revenues in other industries are also surveyed to ensure that executive
compensation is competitive in the overall marketplace. The Committee believes
that the Company should compensate its executives better than its competitors in
order to continue to attract and retain the most talented people. (References to
"competitors" are to the companies that constitute the S&P Publishing/Newspaper
Index used in the performance graph on p. 11.)
In making its decisions about compensation, in order to continue its policy
of tying the interests of its senior executives closely with those of the
Company's shareholders, the Committee placed continued emphasis on increasing
key executives' ownership of Gannett Common Stock as a component of their
compensation. The Committee believes that ownership of stock creates a greater
incentive for key executives to manage the Company so as to increase shareholder
value. In addition the Board is proposing amendments to the Company's 1978
Long-Term Incentive Plan (the "Plan") in order to continue the availability of
stock awards under the Plan and to comply with certain changes in the tax law.
The Committee continued the executive share ownership policy, which
encourages the five highest-paid officers to own Gannett Common Stock equal to
three times their salary range midpoint and other key executives to own Gannett
Common Stock equal to their salary range midpoint.
COMPENSATION POLICY: PAY FOR PERFORMANCE.
The Company's compensation policy is based on the principle of pay for
The compensation program for executive officers is composed of three
elements: salaries, annual bonuses under the Company's Executive Incentive Plan,
and long-term incentive stock awards under the Plan. These elements of
compensation are designed to provide incentives to achieve both short-term and
long-term objectives and to reward exceptional performance. Salaries and bonuses
result in immediate payout for performance, while the value of incentive stock
awards under the Plan depend upon long-term results. The individual elements of
compensation provided by the Company are discussed in detail below.
It is important to note that, while the Committee considers a number of
performance factors relating to the Company and to individual performance in
making individual compensation decisions, the Committee applies its own
subjective good judgment in making final determinations.
In 1992, the Committee adopted the following Compensation Policy, which
continues to guide the Committee in making its compensation decisions:
The Gannett Board of Directors' Executive Compensation Committee has in
place a compensation program which it believes to be fair to employees and
shareholders and externally competitive and reasonable.
The program is designed to attract, motivate, reward and retain the
broad-based management talent required to achieve corporate objectives and
increase shareholder value. It consists of cash compensation, including
salary and bonus, to reward short-term performance, and long-term stock
awards, including stock incentive rights and stock options, to promote
The Executive Compensation Committee believes that management should
benefit together with shareholders as the Company's stock increases in
To encourage growth in shareholder value, stock options and, except for
certain officers and key executives, stock incentive rights are granted to
key management personnel who are in a position to make a substantial
contribution to the long-term success of the Company. These stock awards
mature and grow in value over time and for that reason represent
compensation which is attributable to service over a period of years. This
focuses attention on managing the Company from the perspective of an owner
with an equity stake in the business.
In making its compensation decisions, compensation comparisons are made
with companies Gannett's size and with companies in news, information and
communications. The Executive Compensation Committee reviews the Company's
and its competitors' earnings to determine where Gannett falls with regard
to the group. The comparison spans one to four years, the same length of
time as stock incentive rights and stock options vest. How the Company's
stock has performed over a similar period of time is also reviewed and
taken into account in the overall compensation plan.
A job grading system is used to make equitable grants. At the lower end of
the management ranks more emphasis is placed on cash and stock incentive
rights with the bonus target increasing through the ranks. Options are
given in larger amounts as the job rank increases because these performers
can more directly influence long-term results.
In 1995, in establishing the compensation of executive officers, the
Committee reviewed and applied this Compensation Policy and considered the
performance of executive officers relative to the Company's business objectives
and its competitors' performance. The Company's material business objectives are
performance against budget, product quality and employee development.
The Committee has also reviewed the 1995 executive compensation in light of
the $1 million ceiling on tax deductions for compensation that is included in
section 162(m) of the Internal Revenue Code. The Committee has concluded that
all of the Company's 1995 compensation expense will be deductible for federal
income tax purposes. The Company is undertaking a review of its Executive
Incentive Plan (bonus plan) and certain aspects of its 1978 Long-Term Incentive
Plan in the context of the limitations on deductibility of executive
compensation under Section 162(m) and to have compensation competitive in the
overall marketplace. After completion of this review, the Committee may present
appropriate amendments to shareholders at the 1997 Annual Meeting.
BASE SALARIES: TO ATTRACT AND RETAIN MANAGEMENT TALENT.
Base salaries are designed to help attract and retain key management
talent. They are derived in part from salary range guidelines developed for each
position in accordance with the Company's Compensation Policy.
The salary ranges are periodically reviewed and compared to the salaries
paid for comparable positions by competitors in the S&P Publishing/Newspaper
Index (which is one of the indexes used for comparative purposes in the graph
under the caption "Comparison of Shareholder Return" on p. 11) and with
companies of comparable size in the media industry. Companies with comparable
revenues in other industries are also surveyed to ensure that salary ranges are
competitive in the overall marketplace.
Other factors used to establish competitive salary ranges include internal
job values as determined by senior management and the state of the economy in
the Company's markets. Since the Company is both larger than and has
outperformed its competitors and because of general compensation practices in
the media industry, the Company has sought to place its salaries generally above
the median for the comparative companies.
In establishing salaries for executive officers, the Committee considered
the Company's performance, individual performance and experience and the chief
executive's recommendations without assigning relative weight to them, though
the most important factor was the Committee members' subjective judgments about
the appropriate level of salary to motivate and reward individual executives.
The salaries for the five highest paid officers of the Company, including the
chief executive officer, are as follows:
John J. Curley......................... Chairman, President & CEO 625,594
Douglas H. McCorkindale................ Vice Chairman, Chief Financial &
Administrative Officer 445,288
Gary L. Watson......................... President/Newspaper Division 85,463
Cecil L. Walker........................ President/Broadcasting Division 40,116
Thomas Curley.......................... President and Publisher, USA TODAY 57,390
Andrew F. Brimmer...................... Director 3,444
Meredith A. Brokaw..................... Director 5,924
Rosalynn Carter........................ Director 4,386
Peter B. Clark......................... Director 2,164
Stuart T. K. Ho........................ Director 7,642
Drew Lewis............................. Director 4,000
Josephine P. Louis..................... Director 58,065
Rollan D. Melton....................... Director 50,556
Thomas A. Reynolds, Jr. ............... Director 10,006
Carl T. Rowan.......................... Director 10,612
Dolores D. Wharton..................... Director 5,000
All directors and executive officers as
a group (38 persons including those
named above)......................... 1,794,310
NAME 1994 SALARY 1995 SALARY
---------------------------------------------- ----------- -----------
Although it is the Committee's view that salary increases were merited for
Mr. John Curley and Mr. McCorkindale, again in 1995 they refused to accept
increases, as a way to signal fiscal conservatism and cost containment, and the
Committee reluctantly honored their request. Mr. Curley and Mr. McCorkindale
have employment contracts, described more fully on pp. 14 and 15, which provide
for the minimum salary levels listed above but which had no other impact on the
EXECUTIVE INCENTIVE BONUS PLAN: TO MOTIVATE YEAR-TO-YEAR.
Annual bonuses paid under the Executive Incentive Plan serve to drive
performance, motivate executive officers and reward them for good performance.
The goal of the Executive Incentive Plan is to reward higher performing
operating units and individuals with a greater percentage of the total
bonus fund available. Bonus amounts can be and are quite volatile. Bonuses are
determined by an individual performance rating that is applied to a potential
bonus range established as a percentage of salary.
The bonuses paid to executive officers for services in 1995 were determined
on the basis of individual performance in the areas of profit, product and
people and, depending on the executive's responsibilities, on the performance of
the executive's business unit or the overall performance of the Company. First,
an evaluation of division and operating unit performance was made, and the
available bonus fund was allocated among the divisions and operating units.
Individual bonus amounts then were determined based on performance evaluations
conducted by senior management. The Committee's review of the bonuses was
subjective, based on their knowledge of the Company, their regular contact with
the executives throughout the year and a review of performance, but no relative
ranking of various factors was applied.
In furtherance of the Committee's goal of increasing the ownership of
Gannett Common Stock by key executives, 25% of the bonuses for 1995 were paid to
them in the form of Gannett Common Stock. The pre-tax value of the bonuses
awarded to the five highest paid officers of the Company are as follows:
John J. Curley................................ $ 800,000 $ 800,000
Douglas H. McCorkindale....................... 650,000 650,000
Gary L. Watson................................ 440,000 460,000
Cecil L. Walker............................... 335,000 350,000
Thomas Curley................................. 320,000 335,000
1994 BONUS 1995 BONUS
NAME CASH GCI SHARES CASH GCI SHARES
-------------------------------- --------- ----------- ---------- ----------
LONG-TERM STOCK INCENTIVE PLAN: TO PROMOTE LONG-TERM GROWTH.
Long-term stock awards under the 1978 Long-Term Incentive Plan are based
upon the performance of Gannett Common Stock and are designed to align
shareholders' and executives' interests. They are granted to key executives who
are in a position to make a substantial contribution to the long-term success of
the Company, in order to promote the long-term objectives of the Company. These
stock awards may grow in value over time and for that reason represent
compensation which is attributed to service over a period of years.
It is the Committee's view that executive officers should benefit together
with shareholders as the Company's stock increases in value. Stock awards
successfully focus the executives' attention on managing the Company from the
perspective of an owner with an equity stake in the business.
In recent years, the Committee has used two kinds of long-term stock
awards: non-qualified stock options and stock incentive rights ("SIRs"). A
non-qualified stock option is the right to purchase shares of Common Stock of
the Company within a fixed period of time (typically eight to ten years) at the
fair market value on the date of grant. Stock incentive rights are the right to
receive shares of Common Stock of the Company conditioned on continued
employment throughout a specified period (typically four years).
The Committee decides whether to grant individual long-term stock awards
and the amount of the awards. Long-term stock awards are based on the grade
level of the executive, after an annual examination of the competitive
marketplace. The Company evaluated the competitive marketplace by examining the
companies included in the performance graph and a Towers Perrin Media Survey
compiled from data for 26 media companies. As is the case with annual bonuses,
the Committee relies in large part on the recommendations of senior management
as to the appropriate level of individual awards to lower level executives.
Long-term awards are not automatically awarded to each executive each year.
Awards are based on past and expected performance as subjectively evaluated by
management in making recommendations and by the Committee in approving them.
Executives who can more directly influence the overall performance of the
Company are the principal recipients of long-term awards.
The following chart shows the number of stock options awarded to the five
highest paid officers of the Company, including the chief executive officer:
John J. Curley.................. $ 562,500 3,555 $ 637,500 3,214
Douglas H. McCorkindale......... 506,250 3,200 581,250 2,930
Gary L. Watson.................. 217,500 1,375 240,000 1,210
Cecil L. Walker................. 165,000 1,043 187,500 945
Thomas Curley................... 161,250 1,019 180,000 907
NAME OPTIONS OPTIONS
----------------------------------------------------- -------- --------
If the proposed amendments to the 1978 Executive Long-Term Incentive Plan
set forth on page 16 of this proxy statement are adopted, no participant in the
plan will be eligible to receive awards of stock options in any given year under
the Plan in excess of 175,000 shares. In addition the plan will provide for the
award of stock options with a term of 10 years.
CHIEF EXECUTIVE OFFICER COMPENSATION:
As it does each year, the Committee thoroughly reviewed the compensation of
John J. Curley, Chairman, President and Chief Executive Officer of the Company
and its highest compensated officer. In determining Mr. Curley's compensation,
the Committee reviewed the performance of the Company and its earnings per
share, stock price, operating income as a percent of sales, and market value.
For the 1995 fiscal year, earnings per share increased 5.6%, from $3.23 to
$3.41. Operating income as a percent of sales remained constant at 21.3% despite
a significant increase in raw material costs in 1995. In addition, the Company's
stock price, excluding dividends, increased 15.3%, from $53.25 to $61.375. The
S&P Publishing/Newspaper Index increased 23.2% and the S&P 500 Index increased
34.1%. Cumulatively, over the last five years, the Company's stock price,
excluding dividends, increased 75.4%, the S&P Publishing/Newspaper Index
increased 60.5% and the S&P 500 Index increased 86.5%. In 1995, the Company's
total market value increased 12%, from $7.7 billion to $8.6 billion. Each of
these factors was subjectively evaluated by the Committee members without giving
particular weight to any one or more factors.
The Committee also reviewed the performance of the Company in connection
with its acquisition of Multimedia, Inc. during 1995. The Committee considered
the substantial effort involved in the evaluation and management of the winning
bid for Multimedia, Inc. and the complexities involved in obtaining the
necessary approvals, the financing of the transaction and the initial
integration of the businesses of Multimedia into the Company. The Committee also
noted the favorable market reaction to the acquisition.
To assess the competitiveness of Mr. Curley's compensation, the Committee
surveyed the compensation levels of chief executive officers of five
competitors, all of which are included in the S&P Publishing/Newspaper Index,
and of 15 companies with revenues comparable to that of the Company. Mr.
Curley's compensation was above the median for the chief executive officers
surveyed. The Committee decided that the level of Mr. Curley's compensation is
appropriate given the Company's size, its performance and the industries in
which it operates. As a general matter, media industry companies, particularly
broadcasting companies, tend to compensate executives at a higher level than
industrial or commercial enterprises. In particular, the Committee noted that
the Company's revenue is significantly larger than four of the five competitors
surveyed and its net income and earnings per share set new records.
Since becoming Chairman in 1989, Mr. Curley has asked that his salary not
be increased, notwithstanding a strong comparative performance record for the
Company. As reported previously, the Committee believed that Mr. Curley's
performance during a difficult economy warranted an increase in salary, but the
Committee deferred to his request and has not increased his salary since 1989.
In light of the Company's excellent 1995 results, however, the Committee granted
Mr. Curley a 1995 bonus of $850,000.
In recognition of Mr. Curley's superior performance and consistent with the
Committee's goal of increasing the ownership of Gannett Common Stock by key
officers as discussed above, the Committee awarded Mr. Curley 125,000 stock
options in December 1995, the same as his 1994 award. It is the Committee's view
that the award of these stock options is an effective way of continuing to tie
Mr. Curley's financial interest to that of the Company's shareholders, since the
value of any future compensation from these stock options will be directly
linked to increases in shareholder value. Unless the price of the Company's
stock increases, his stock options will be valueless.
In short, the Committee believes that the Company's performance, Mr.
Curley's performance and the competitive market warrant the compensation package
approved for him.
Executive Compensation Committee
Thomas A. Reynolds, Jr., Chair
Peter B. Clark
Dolores D. Wharton
COMPARISON OF SHAREHOLDER RETURN
The following graph compares the performance of the Company's Common Stock
during the period January 1, 1991 to December 31, 1995 with the S&P 500 Index
and the S&P Publishing/Newspaper Index.
The S&P 500 Index includes 500 U.S. companies in the industrial,
transportation, utilities and financial sectors and is weighted by market
capitalization. The S&P Publishing/Newspaper Index, which also is weighted by
market capitalization, includes Gannett Co., Inc., Dow Jones & Company, Inc.,
Knight-Ridder, Inc., The New York Times Company, The Times Mirror Company, and
The graph depicts the results of investing $100 in the Company's Common
Stock, the S&P 500 Index and the S&P Publishing/Newspaper Index at closing
prices on December 31, 1990. It assumes that dividends were reinvested quarterly
with respect to the Company's Common Stock and monthly with respect to the S&P
500 Index and the S&P Publishing/Newspaper Index.
John J. Curley....................................... 125,000 125,000
Douglas H. McCorkindale.............................. 100,000 100,000
Gary L. Watson....................................... 25,000 36,000
Cecil L. Walker...................................... 12,000 21,400
Thomas Curley........................................ 12,000 18,000
Measurement Period Gannett Co., ing/Newspaper S&P 500 In-
(Fiscal Year Covered) Inc. Index dex
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation paid to the CEO and
the four other most highly compensated executive officers of the Company for
services rendered to the Company and its subsidiaries over the past three fiscal
1990 100.00 100.00 100.00
1991 129.76 121.09 130.47
1992 148.69 135.41 140.41
1993 172.01 156.83 154.56
1994 164.26 144.88 156.60
1995 194.05 182.54 215.45
ANNUAL COMPENSATION COMPENSATION
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING COMPEN-
NAME AND SALARY BONUS(1) SATION(2) AWARDS(4) OPTIONS SATION(5)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- -------------------------------------- ----- -------- -------- --------- --------- ---------- ---------
(1) Bonus awards may be in the form of cash, deferred cash or shares of Gannett
Common Stock. Bonuses to executive officers were paid 25% in Gannett Common
Stock and 75% in cash.
(2) This column includes (a) amounts paid by the Company under the Medical
Reimbursement Plan and (b) amounts paid in cash to reimburse the five named
officers for the tax impact of certain perquisites.
(3) Under the Company's 1978 Executive Long-Term Incentive Plan, stock awards in
the form of stock options, alternate appreciation rights, performance bonus
units, option surrender rights and stock incentive rights ("SIRs") may be
granted to key management personnel who are in a position to make a
substantial contribution to the long-term success of the Company.
(4) Reported in this column would be SIRs awarded to the five named officers and
valued at the market price of the underlying stock on the date of grant,
except that no awards were made to the five named officers in the last three
years. SIRs are rights to receive shares of Common Stock, without any
payment to the Company, conditioned only on continued employment throughout
a specified period, typically four years. During the incentive period, the
holder of SIRs is entitled to receive from the Company cash payments equal
to the cash dividend the Company would have paid to such holder had he or
she owned the shares of Common Stock issuable under the SIRs. In 1993, the
Company discontinued the award of SIRs to the named officers and adjusted
the award of stock options. The five named officers respectively held in the
aggregate the following SIRs which were valued at the end of the 1995 fiscal
year as follows: John Curley--12,000 shares valued at $736,500; Mr.
McCorkindale--8,000 shares valued at $491,000; Mr. Watson--3,000 shares
valued at $184,125; Mr. Walker--1,500 shares valued at $92,062; and Thomas
Curley--1,200 shares valued at $73,650.
(5) This column includes the full amount of the annual premiums paid by the
Company on life insurance policies which are individually owned by the five
named officers, as follows: John Curley--$57,548; Mr. McCorkindale--$42,093;
Mr. Watson--$26,368; Mr. Walker--$21,402; and Thomas Curley--$12,728. The
column also includes the fair market value of Gannett Common Stock received
by each of the five named officers as matching contributions from the
Company under its 401(k) plan. The individual values of these matching
contributions are as follows: John Curley--$2,474; Mr. McCorkindale--$2,113;
Mr. Watson--$2,068; Mr. Walker--$2,083; and Thomas Curley--$2,087.
(6) Thomas Curley and John Curley are brothers.
OPTION GRANT TABLE
The following Option Grant Table includes columns designated "Potential
Realizable Gain." The calculations in those columns are based on hypothetical 5%
and 10% growth assumptions proposed by the Securities and Exchange Commission.
There is no way to anticipate what the actual growth rate of the Company's stock
OPTION GRANTS IN LAST FISCAL YEAR(1)
John J. Curley........................ 1995 800,000 850,000 9,514 0 125,000 60,022
(Chairman, President & CEO) 1994 800,000 750,000 14,737 0 125,000 42,375
1993 800,000 500,000 8,866 0 125,000 42,586
Douglas H. McCorkindale............... 1995 650,000 775,000 17,269 0 100,000 44,206
(Vice Chairman & Chief Financial 1994 650,000 675,000 19,681 0 100,000 43,449
& Administrative Officer) 1993 650,000 450,000 8,828 0 100,000 44,066
Gary L. Watson........................ 1995 460,000 320,000 11,702 0 36,000 28,436
(President/Newspaper Division) 1994 440,000 290,000 16,878 0 25,000 28,845
1993 420,000 250,000 8,179 0 30,490 29,627
Cecil L. Walker....................... 1995 350,000 250,000 6,350 0 21,400 23,485
(President/Broadcasting Division) 1994 335,000 220,000 5,760 0 12,000 21,672
1993 320,000 180,000 4,817 0 13,300 21,740
Thomas Curley(6)...................... 1995 335,000 240,000 6,472 0 18,000 14,815
(President & Publisher 1994 320,000 215,000 5,760 0 12,000 12,468
USA TODAY) 1993 305,000 175,000 3,600 0 13,300 13,476
--------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS EXERCISE APPRECIATION
OPTIONS GRANTED TO OR BASE FOR OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION -------------------------
NAME (#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------- ---------- -------------- -------- ---------- ---------- ----------
The total potential gain for all five named executives over the eight-year
term of the stock options would be .2 of one percent of the total gain in the
Company's stock value. If the stock value were to appreciate 5% over the
eight-year term of the options, the value of all shares owned by the Company's
shareholders would grow from $9.0 billion to $13.3 billion, a gain of $4.3
billion. If it were to appreciate 10%, the value of all outstanding shares would
grow from $9.0 billion to $19.3 billion, a gain of $10.3 billion.
(1) Reported in this table are stock options awarded to the five named officers.
Pursuant to the 1978 Executive Long-Term Incentive Plan, stock options vest
in 25% increments each year after the date of grant. Accordingly, 25% of an
award of stock options made in the last fiscal year may be exercised on
December 12, 1996, 50% on December 12, 1997, and 75% on December 12, 1998.
On December 12, 1999, the stock options awarded last year become exercisable
in full. For each stock option granted last year, an option surrender right
("OSR") was granted in tandem. In the event of a change in control of the
Company, the holder of an OSR has the right to receive the difference
between the exercise price of the accompanying stock option and the fair
market value of the underlying stock at the time of the exercise of the OSR.
Upon the exercise of an OSR or a stock option, the accompanying stock option
or OSR (as the case may be) is automatically cancelled.
STOCK OPTION TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
John J. Curley........... 125,000 12.11 $64.00 12/12/03 3,820,000 9,148,750
Douglas H. McCorkindale.. 100,000 9.68 $64.00 12/12/03 3,056,000 7,319,000
Gary L. Watson........... 36,000 3.49 $64.00 12/12/03 1,100,160 2,634,840
Cecil L. Walker.......... 21,400 2.07 $64.00 12/12/03 653,984 1,566,266
Thomas Curley............ 18,000 1.74 $64.00 12/12/03 550,080 1,317,420
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END
SHARES (#) ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------ ----------- ----------- ----------- ------------- ----------- -------------
EMPLOYMENT CONTRACTS, RETIREMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Company has a Transitional Compensation Plan (the "Plan") which
provides termination benefits to key executives of the Company and its
subsidiaries who are actually or constructively terminated without cause within
two years following a change in control of the Company. Participants who elect
to terminate their employment during the 30-day period following the first
anniversary of the change in control will also qualify for benefits under the
Plan. A participant entitled to compensation under the Plan will receive (i) all
amounts to which the participant is entitled through the date of termination
under any compensation arrangement or benefit plan; (ii) a severance payment
which will equal two to three years' salary and bonus compensation, depending on
years of prior service; (iii) life insurance and medical benefits for the same
period; (iv) the extra retirement plan benefits a participant would have
received had his or her employment continued for such two-to-three-year period;
and (v) an amount that, after income and additional excise taxes, will equal the
amount of any excise tax imposed on the severance payment by Section 4999 of the
Internal Revenue Code of 1986. All executive officers included in the
Compensation Tables are covered by the Plan.
The Company has a contract with Mr. John Curley that provides for his
employment as Chairman, President and Chief Executive Officer, or in such other
senior executive position as mutually agreed upon, until the earlier of his
normal retirement date or four years after notice of termination. During the
period of his employment, Mr. Curley will receive an annual salary of $800,000
per annum or such greater amount as the Board of Directors shall determine and
an annual bonus if the Board of Directors so determines. In the event that Mr.
Curley's employment is terminated without cause, he shall be entitled to receive
his annual salary for the balance of the term, subject to his fulfilling certain
specified obligations. The contract also allows Mr. Curley to terminate his
employment with the Company if there has been a change in control of the
Company, as defined in detail in the contract. In the event that, within 24
months after a change in control, he elects to terminate his employment or in
the event his employment is terminated by the Company for other than cause
during that period, he will be entitled to the following: (i) continued payment
through the contract term of his salary at the higher of the annual rate in
effect on the date of the change in control, or the rate in effect on the date
his employment is terminated; (ii) continued payment for the period through the
contract term of an annual bonus at a rate equal to the highest annual bonus
paid to him with respect to the three years preceding termination; (iii)
continuation of insurance and similar benefits; (iv) payment on a monthly basis
of a supplemental retirement benefit to make up the difference between his
actual payments under the Company's retirement plans and the payments that would
have been made under the plans if he had remained an employee through the
contract term; (v) any Performance Units and Stock Incentive Rights
previously awarded to Mr. Curley under the 1978 Executive Long-Term Incentive
Plan (the "Plan") shall be deemed to have been earned by him; (vi) to the extent
permissible under the Plan or other applicable plans, he also shall be entitled
immediately to exercise in full, or to surrender and receive the value of, all
stock options or related alternate appreciation rights under those plans; and
(vii) receipt of a "gross-up" payment with respect to income and excise taxes
payable by Mr. Curley as a result of the foregoing benefits. The post-employment
benefits and payments described in this paragraph are in addition to Mr.
Curley's benefits under the Gannett Retirement Plan and Gannett Supplemental
Retirement Plan. The tax laws deny an income tax deduction to a company for
payments that are contingent upon a change in control if those payments have a
present value of over 300% of the employee's average compensation for the last
five years and are made pursuant to an agreement, like the employment agreements
described in this Proxy Statement, entered into after June 14, 1984.
Senior company executives, including Mr. Curley, are participants in the
Company's Transitional Compensation Plan described above. This plan provides
benefits in the event of a change in control comparable to those under Mr.
Curley's employment agreement. Mr. Curley's participation in that plan would
continue after the expiration of his employment contract.
The Company has a contract with Mr. McCorkindale that provides for his
employment as Vice Chairman and Chief Financial and Administrative Officer or in
such other senior executive position as mutually agreed upon, until the earlier
of his normal retirement date or four years after notice of termination. During
the period of his employment, Mr. McCorkindale will receive an annual salary of
$650,000 or such greater amount as the Board of Directors shall determine and an
annual bonus if the Board of Directors so determines. In the event that Mr.
McCorkindale's employment is terminated without cause, he shall be entitled to
receive his annual salary for the balance of the term, subject to his fulfilling
certain specified obligations. His contract also provides for arrangements in
the event of a change in control of the Company comparable to those described
above. Mr. McCorkindale also is a participant in the Company's Transitional
Compensation Plan discussed above.
In the event of a change in control of the Company, as defined in the Plan,
options and alternate rights will be immediately exercisable in full and stock
incentive rights will be deemed to have been earned by Plan participants. In
addition, the Plan provides for option surrender rights to be granted in tandem
with stock options. In the event of a change in control, option surrender rights
permit the employee to receive a payment equal to 100% of the spread between the
option exercise price and the highest price paid in connection with the change
in control. If option surrender rights are exercised, the related options and
performance units are cancelled.
Effective July 1, 1994, Gannett Broadcasting Group assumed ownership from
Post-Newsweek Stations, Inc. of "Inside Washington," a weekly half-hour public
affairs program produced by W*USA-TV, the Company's Washington, D.C.-based
television station. In connection with this program, Gannett Broadcasting also
assumed all obligations under an agreement with CTR Productions, Inc. which
provides the services of Carl Rowan as a news and public affairs analyst and
commentator for the program. Mr. Rowan, a director of the Company, is the sole
shareholder of CTR Productions, Inc. The agreement extends through December 31,
1996, and it provides for annual compensation of $114,000 and $123,000,
respectively, during 1995 and 1996.
The Company has the Gannett Retirement Plan, a defined benefit pension plan
in which its officers participate and which is qualified under Section 401 of
the Internal Revenue Code, and the Gannett Supplemental Retirement Plan, an
unfunded, nonqualified plan. The annual pension benefit under the plans, taken
together, is largely determined by the number of years of employment multiplied
by a percentage of the participant's final average earnings (during the highest
consecutive years). The Internal Revenue Code places certain limitations on the
amount of pension benefits that may be paid under qualified plans. Any benefits
payable in excess of those limitations will be paid under the Gannett
Supplemental Retirement Plan.
The table below may be used to calculate the approximate annual benefits
payable at retirement at age 65 under the Gannett Retirement Plan and the
Gannett Supplemental Retirement Plan to individuals in specified remuneration
and years-of-service classifications (subject to a reduction equal to 50% of the
Social Security Primary Insurance Amount payable).
John J. Curley.... 55,000 $ 1,195,277 418,750 306,250 $ 6,924,218 $ 1,941,406
McCorkindale.... 27,500 464,346 266,250 243,750 4,033,750 1,540,625
Gary L. Watson.... 36,000 461,624 54,745 75,245 619,532 406,907
Cecil L. Walker... 0 0 37,250 39,050 564,967 186,193
Thomas Curley..... 7,000 152,437 37,985 35,025 652,883 179,943
FINAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
AVERAGE OF CREDITED OF CREDITED OF CREDITED OF CREDITED OF CREDITED
EARNINGS SERVICE SERVICE SERVICE SERVICE SERVICE
- --------- ----------- ----------- ----------- ----------- -----------
The compensation included in the Compensation Tables under salary and
bonuses qualifies as remuneration for purposes of the Gannett Retirement Plan
and the Gannett Supplemental Retirement Plan. The credited years of service as
of the end of the last fiscal year for the five executive officers named in the
Compensation Tables are as follows: John Curley--26, Mr. McCorkindale-- 24, Mr.
Watson--26, Mr. Walker--23, and Thomas Curley--23.
PROPOSAL 2--AMENDMENT OF 1978
EXECUTIVE LONG-TERM INCENTIVE PLAN
In May, 1978 the shareholders of the Company approved the adoption of the
1978 Executive Long-Term Incentive Plan (the "Plan") and in 1989 extended the
term of the Plan and increased the number of shares available under it. The Plan
is administered by the Executive Compensation Committee of the Board (the
"Committee"), none of whose members is eligible for awards under the Plan. The
Committee has adopted an amendment to the Plan that is being submitted for
shareholder approval in order to authorize the Company to continue to provide
long-term stock based incentives to key management employees who are in a
position to make a substantial contribution to the long-term growth and success
of the Company.
The Amendment, if approved by the shareholders, will (i) extend the time
during which awards may be made from the last day of the Company's 1997 fiscal
year to the last day of the Company's 2007 fiscal year; (ii) increase the
maximum aggregate number of shares of Gannett Common Stock that may be issued by
12,000,000; (iii) restrict the granting of options to any participant in any
fiscal year to no more than 175,000 shares of Common Stock; (iv) extend the
exercise period for any stock options to be issued under the Plan from 8 to 10
years after the date of the grant thereof; and (v) provide that shares of Common
Stock subject to a stock option or other award that is cancelled or forfeited be
again made available for issuance under the Plan.
The following is a description of the Plan, as proposed to be amended. In
view of the following comprehensive summary of the Plan, the Company believes
that inclusion of the full text of the Plan will not substantially further
enhance the shareholders' understanding of it and therefore has elected
not to include it as an exhibit. Any shareholder may, however, request a copy of
the Plan by writing to the Secretary, Gannett Co., Inc., 1100 Wilson Boulevard,
Arlington, Virginia 22234.
The primary purpose of the Plan is to promote the interests of the Company
and its shareholders by improving the Company's ability to attract and retain
highly talented individuals as key employees and to align the interests of those
employees with the interests of shareholders. The effect of the Amendment is to
update the terms and benefits of the Plan to reflect recent changes in
applicable tax law and to enable the Company to compete more effectively with
similar plan changes being made broadly by publicly held companies.
The Plan is administered by the Committee, which has the authority, among
other things, to select the employees or classes of employees eligible to
participate in the Plan, to grant awards and to designate the form and amount of
such awards. Decisions by the Committee on all matters relating to the Plan,
while subject to certain objective standards, are discretionary. No member of
the Committee is eligible to receive an award under the Plan or under any other
employee benefit plan of the Company or its affiliates.
Executive officers and other key managerial or professional employees of
the Company are eligible to participate in the Plan. In 1995, awards under the
Plan were made to those directors who are officers of the Company, to the
Company's 25 other executive officers and to approximately 1,060 other employees
of the Company and its subsidiaries.
Awards under the Plan may be in the form of options, alternate appreciation
rights, option surrender rights, performance units and/or stock incentive
rights, as described below. Approximately 1,177,232 authorized and unissued or
treasury shares of Common Stock were available for new grants under the Plan on
January 1, 1996. The amendment will increase the amount of shares available for
new grants under the Plan by 12,000,000. Any shares of Common Stock subject to
an option or stock incentive right which is for any reason terminated,
unexercised, canceled, forfeited or expires are again available for issuance
under the Plan, as amended.
The following table sets forth summary information regarding the awards
granted in December 1995 to the following persons under the Plan:
400,000 120,000 160,000 200,000 214,000 228,000
500,000 150,000 200,000 250,000 267,500 285,000
600,000 180,000 240,000 300,000 321,000 342,000
700,000 210,000 280,000 350,000 374,500 399,000
800,000 240,000 320,000 400,000 428,000 456,000
900,000 270,000 360,000 450,000 481,500 513,000
1,000,000 300,000 400,000 500,000 535,000 570,000
1,500,000 450,000 600,000 750,000 802,500 855,000
NUMBER NUMBER NUMBER
PLAN PARTICIPANTS OF OPTIONS OF SIRS OF OSRS
------------------------------------------------------- ---------- ------- -------
(See also, the Option Grant Table on p. 13 of this Proxy Statement for
information regarding the grant of options to the five executive officers listed
thereon. No SIRs were granted to the most senior executive officers and no
Performance Bonus Units or Alternate Rights have been granted under the Plan
since 1990 nor are any expected to be granted in fiscal year 1996.)
The five types of awards available under the Plan are as follows:
1. Options. A stock option is a right to purchase shares of Common Stock,
within a fixed period of time at a price per share equal to the fair market
value of the Company common stock on the date of grant. An option may be in the
form of either an incentive stock option ("ISO") which complies with Section 422
of the Code, or in the form of a non-qualified stock option ("non-ISO").
Non-ISO's and performance units (as described below) may be awarded separately
or in tandem. The Company has not granted any ISO's under the Plan. The number
of options granted under the Plan in any fiscal year to any one individual may
not exceed 175,000 shares if the amendment is approved. Currently, there is no
such per employee restriction.
Options are exercisable during the period fixed by the Committee, provided
that under the Plan, no option may be exercised more than eight (8) years after
its date of grant. If the amendment is approved, options may be granted with a
ten (10) year term. Unless otherwise determined by the Committee, an option
becomes exercisable at the rate of 25% of the total shares subject thereto on
each of the first four anniversaries of its date of grant.
The purchase price of shares subject to an option is fixed by the Committee
upon the grant of the option, provided that the option price may not be less
than 100% of the fair market value of a share of Common Stock on the date the
option is granted. The fair market value of the Common Stock underlying the
options as of March 1, 1996 was $67.875 per share.
Payment of the exercise price under any option may be made in cash or, upon
the prior approval of the Committee, with shares of the Company's Common Stock
valued at fair market value as of the date of exercise of the option. The
exercise of any option results in the cancellation of that number of alternate
rights, option surrender rights or performance units, if any, issued in tandem
therewith equal to the number of shares of Common Stock purchased pursuant to
ISO's may be awarded separately or in tandem with alternate rights (as
described below), but may not be awarded in tandem with non-ISO's or with
Except as otherwise determined by the Committee and except in connection
with the death, retirement or disability of the optionee, all options terminate
upon the termination of the optionee's employment. Upon the death of the
optionee, any rights that otherwise would have been exercisable by the deceased
may be exercised by the optionee's estate within one year of the optionee's
death if within the remaining exercise period of the option. Upon termination of
the optionee's employment by reason of permanent disability or retirement, any
option that was exercisable as of the date of termination may be exercised by
the optionee within 90 days from the date of termination, subject to extension
of the exercise period by the Committee for up to three (3) years following such
termination of employment, provided that the option may not be extended beyond
its initial time.
2. Alternate Appreciation Rights. Alternate appreciation rights
("alternate rights") were used initially to provide officers who were subject to
restrictions on stock trading under rules of the Securities and Exchange
Commission with a means of realizing value on an option. Those restrictions were
modified in 1990, and no alternate rights have been granted since then.
Alternate rights are awarded concurrently with and related to an option, and
provide a means of realizing value on the appreciation of shares of Common Stock
subject to an option. An alternate right entitles the holder of an option to
elect to surrender his or her option in exchange for cash and/or stock, as the
Committee may determine, equal to 80% of the amount by which the fair market
value of the shares subject to the option on the surrender date exceeds the
option price per share.
Alternate rights are exercisable only to the same extent and on the same
terms as the option or options related thereto, and may, in the discretion of
the Committee, be made subject to further
conditions. The exercise of any alternate right results in the cancellation of
an equal number of shares of Common Stock subject to the option related thereto,
any option surrender rights related thereto and an equal number of performance
units, if any, related to such options. The same terms and conditions as apply
to options upon the termination of employment or death of an optionee apply to
the exercise of alternate rights.
3. Performance Units. A performance unit is the right to receive either
cash or shares of Common Stock at the end of a specified award period, without
any payment to the Company, if predetermined performance objectives are achieved
during the award period. A performance unit may be awarded alone or related to
an option, but in either case equals one share of Common Stock. The Company has
not issued performance units since 1990 and has no present intention to issue
such units to any officer or employee. The Company believes it is appropriate to
retain the ability to issue performance bonus units when circumstances warrant,
The "Stated Value" of each performance unit is the fair market value of a
share of Common Stock on the date of grant. The Stated Value may not exceed 75%
of the fair market value of a share of Common Stock on the date the performance
unit was granted. The Committee also designates primary and minimum performance
targets, expressed in terms of a cumulative average rate of growth in the
Company's earnings per share over an award period of up to four years. The
primary performance target may range between 12% and 18%. The minimum
performance target may range between 8% and 12%. The Committee may, in its
discretion, grant awards that contain different performance targets.
Performance units are earned to the extent performance targets are met at
the end of the award period. An award may be earned in full or in part. Payment
is made for such units in cash and/or shares of Common Stock, as the Committee
may determine. Payment for units awarded alone is subject only to satisfaction
of the performance targets by the end of the award period. A one-to-one
reduction results either from the payment of related performance units or the
exercise of related alternate rights or options and option surrender rights, as
the case may be.
As a general rule, performance units are cancelled upon termination of the
holder's employment. The Plan provides, however, for pro rata payment for
performance units in the event of death, permanent disability or retirement
during an award period. Such pro rata payments will be made at the end of the
award period but only to the extent that performance units are paid out
4. Stock Incentive Rights. Stock incentive rights enable the holder to
receive for each such right, without payment, the number of shares of Common
Stock issuable thereunder upon the expiration of the incentive period. Stock
incentive rights are not awarded in tandem with options, alternate rights,
option surrender rights or performance units but may be awarded simultaneously
therewith. Neither exercise of an option, alternate right or option surrender
right nor payment by the Company of performance units has any effect upon stock
incentive rights. No stock incentive rights have been granted to the most senior
executive officers in the last three years.
Upon awarding incentive rights, the Committee specifies the incentive
period applicable to such award, which may vary with respect to a certain
portion or portions of shares issuable thereunder but is generally four years.
Incentive rights become payable under the Plan upon the expiration of the
During the incentive period, the holder of incentive rights is entitled to
receive from the Company cash payments equal to the cash dividends the Company
would have paid to such holder had he or she owned the shares of Common Stock
issuable under the incentive rights.
As a general rule, incentive rights will be cancelled upon termination of
the holder's employment. The Plan provides, however, for pro rata delivery of
shares in the event of death, permanent disability or normal retirement during
an incentive period.
5. Option Surrender Rights. In the event of a change in control of the
Company, as defined in the Plan, options and alternate rights will be
immediately exercisable in full and stock incentive rights and performance units
will be deemed to have been earned by plan participants. Payments to
participants in respect of such rights are calculated by reference to a change
in control price as defined in the Plan which approximates the highest price
paid for a share of Common Stock in connection with the change in control. In
addition, the Plan provides for option surrender rights to be granted in tandem
with stock options which, in the event of a change in control, permit the
employee to receive a payment equal to 100% of the spread between the option
exercise price and the highest price paid in connection with the change in
control. If option surrender rights are exercised, the related options,
performance units and alternate rights are canceled.
The Committee may terminate, modify or amend the Plan at any time and in
any respect except that shareholder approval is required to: (i) increase the
maximum number of shares of Common Stock which may be issued under the Plan;
(ii) change the class of eligible employees; or (iii) withdraw the authority to
administer the Plan to other than a committee consisting of directors ineligible
to receive awards under the Plan. Any such termination, modification or
amendment will not affect any person's rights to an award granted prior to such
FEDERAL INCOME TAX CONSEQUENCES
The Federal income tax consequences of awards under the Plan to the Company
and to the participant are as follows:
1. A participant will not realize any income, nor will the Company be
entitled to a deduction, at the time of the grant of an award.
2. Upon the exercise of an alternate right, payment for performance
units, or the expiration of an incentive period, the holder will recognize
ordinary income equal to the cash received plus the fair market value of
any shares issued. The Company will be entitled to a deduction for Federal
income tax purposes at the same time and in the same amount as a
participant is considered to have recognized ordinary income.
3. If a participant exercises a non-ISO, he or she will recognize
ordinary income equal to the difference between the option price and the
fair market value of the shares on the date of exercise. The Company will
be entitled to a deduction for Federal income tax purposes at the same time
and in the same amount as a participant is considered to have recognized
4. An optionee receiving an ISO will not be subject to regular Federal
income tax upon either the grant of such option or its subsequent exercise.
The difference between the exercise price and the fair market value on the
date of exercise will, however, be a tax preference item for determining
the alternative minimum tax. If the optionee holds the shares acquired upon
exercise for more than one year after exercise (and two years after grant),
then the difference between the amount realized on a subsequent sale or
other taxable disposition of the shares and the option price will
constitute long-term capital gain or loss. The Company will not be entitled
to a Federal income tax deduction with respect to the grant or exercise of
the ISO. If the options cease to be ISO's for any reason, they will be
taxed (for both the participant and the Company) as non-ISO's. The Company
has not granted any ISO's under the Plan, nor does the Company currently
intend to grant any ISO's under the Plan.
5. The Company may not deduct compensation of more than $1,000,000
that is paid in a taxable year to certain "covered employees" as defined in
the Internal Revenue Code of 1986, as amended (the "Code"). The deduction
limit, however, does not apply to certain types of
compensation, including qualified performance-based compensation. The
Company believes that compensation attributable to stock option and
alternate right awards granted under the Plan will be treated as qualified
performance-based compensation and therefore will not be subject to the
deduction limit. Compensation attributable to performance unit and stock
incentive awards granted under the Plan will not be treated as qualified
OTHER MATERIAL PROVISIONS
In the event of any change in the outstanding Common Stock of the Company
by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or similar corporate
change, adjustments will be made by the Committee in the number of shares of
Common Stock issuable under the Plan, the number of shares subject to options
and incentive rights previously granted, the number of performance units
previously granted and the price of options previously granted so as to preserve
the employee's economic interest in the Company. In the event of any
"Reorganization Event" or "Change in Control" under the Plan, the Committee may
take certain other actions to terminate, accelerate or otherwise modify the
terms of any then outstanding awards theretofore made under the Plan.
The recipient of an award has no rights as a shareholder until certificates
for shares of Common Stock are issued. No award under the Plan is assignable or
transferable by the recipient except by will or by the laws of descent and
The Amendment will become effective upon its approval by the shareholders
of the Company. The affirmative vote of a majority of the shares present in
person or by proxy and entitled to vote at the meeting will constitute approval
of the Amendment. Proxies solicited by the Board of Directors will be voted FOR
the foregoing proposal unless otherwise indicated. If a shareholder, present in
person or by proxy, abstains from voting on the proposal, the shareholder's
shares will not be voted. An abstention from voting has the same legal effect as
a vote "against." If a shareholder holds his shares in a broker's account and
has given specific voting instructions, the shares will be voted in accordance
with those instructions. Broker non-votes will not be counted in determining the
number of shares entitled to vote on the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT.
PROPOSAL 3--ELECTION OF INDEPENDENT AUDITORS
The Company's independent auditors are Price Waterhouse, independent
accountants. At the Annual Meeting, the shareholders will consider and vote upon
a proposal to elect independent auditors for the Company's fiscal year ending
December 29, 1996. The Audit Committee of the Board of Directors has recommended
that Price Waterhouse be re-elected as independent auditors for that year. The
Board of Directors unanimously recommends that shareholders vote FOR this
proposal. Proxies solicited by the Board of Directors will be voted FOR the
foregoing unless otherwise indicated.
Representatives of Price Waterhouse will be present at the Annual Meeting
to make a statement, if they wish, and to respond to appropriate questions from
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Company has been informed that shareholders intend to present the
following proposals for consideration at the meeting.
PROPOSAL 4--REPORT ON TOBACCO AND ALCOHOL ADVERTISING
RESOLVED: That the shareholders urge the board of directors to prepare a
report that shows what role the tobacco and alcohol advertisements on
Gannett media, including billboards, play in attracting minors to these
PROPOSAL 5--DECLINE TOBACCO ADVERTISING REVENUES
RESOLVED: That the shareholders urge the board of directors to decline
advertising revenues from purveyors of alcohol and tobacco.
The Company's Board of Directors believes that neither of these resolutions
is in the best interests of the Company and its shareholders and they should not
be approved and the Board recommends that shareholders vote against Proposals 4
and 5 and your proxy will be so voted unless you specify otherwise.
Shareholders should note that similar tobacco proposals have come before
the shareholders of the Company twice in the last four years. The Company has
published these proposals in its proxy statement and distributed them to its
shareholders, providing an ample opportunity for their proponents to speak on
the issue. The proposals nevertheless were defeated by an overwhelming majority
The Company is acting in a socially responsible manner concerning the
advertising of tobacco and alcohol products, and sees no rational basis for the
additional requirements the proposed resolutions recommend.
Gannett has an ongoing commitment of responsibility to the communities it
serves, and complies with laws applicable to the advertising of tobacco and
alcohol products. The Company is extremely sensitive to concerns relating to
tobacco and alcohol advertising, and has taken a number of measures which
address the concerns expressed in the proposed resolutions.
Gannett has been an industry leader supporting the Outdoor Advertising
Association of America's Code of Advertising Practices, and these standards are
carefully followed in all of the Company's outdoor advertising operations. The
Code promulgates important advances in outdoor advertising practices and
contains general guidelines for outdoor advertising companies.
Additionally, each year Gannett provides millions of dollars in public
service advertisements in all of its radio, television, newspaper and outdoor
properties, many of them promoting health-related causes including the American
Heart Association, the American Cancer Society, the Alcohol Prevention
Partnership and the Partnership for a Drug-Free America.
Tobacco and alcoholic beverage advertising is integral to the success of
outdoor advertising companies, and Gannett could not viably compete in the
outdoor advertising market without such revenues. While the Company recognizes
the need to accept alcohol and tobacco advertising, it also recognizes the need
to be socially responsible in its approach to such advertising and has put in
place procedural safeguards to ensure that such advertising is portrayed in a
socially responsible manner.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5, AND YOUR
PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSAL 6--TEAMSTERS' PROPOSAL ON INSIDER TRADING POLICY
The Company has been advised that the International Brotherhood of
Teamsters General Fund intends to present the following proposal at the 1996
Annual Meeting and, if properly presented, shareholders will have the
opportunity to vote with respect to such proposal, the Board recommends that
shareholders vote against Proposal 6 and your proxy will be so voted unless you
Resolved, that shareholders urge the board of directors to adopt a policy
of zero tolerance for insider trading by executive employees, and
immediately terminate the employment of any executive employee who is
convicted of insider trading or enters into a consent decree in which the
executive is ordered to pay a fine for insider trading or enjoined from
engaging in such trading.
The Company believes that the Teamsters' proposal is motivated by the
Teamsters union's current strike against the Detroit Newspaper Agency, which
handles production of The Detroit News, a Gannett newspaper, and The Free Press,
a Knight Ridder newspaper, in Detroit, Michigan. This strike, which has been
extremely bitter and acrimonious, has lasted for more than eight months. The
Company believes that the Teamsters are presenting their proposal solely to
attempt to pressure the Company into settling the strike on unfavorable terms.
Such a settlement would be beneficial to members of the Teamsters who are also
Gannett employees but would be contrary to the best interests of the Company and
The Company believes that the only difference between Gannett's current
policy of zero tolerance for insider trading and that described in the
Teamsters' proposal is the type of discipline that may be applied in cases
involving insider trading in securities. In the Company's policy, the Board
retains a degree of flexibility to be in a position to appropriately assess the
facts of individual cases. At this time, the Company believes that the only
person who would be affected by the difference in the two insider trading
policies is Frank J. Vega. Frank J. Vega is the president of the Detroit
Newspaper Agency, the target of the Teamsters' strike. Mr. Vega has been
punished financially for an insider trading incident involving an entity
unrelated to Gannett. Under the terms of a consent decree, he repaid the profit
he made from the transaction plus a substantial penalty and interest. Further,
he has been disciplined by the Company: he was removed from the 11-member
Gannett Newspaper Operating Committee; he was removed as an insider of Gannett;
and he was disciplined financially by the Company. The Board believes that the
sanctions imposed upon Mr. Vega as a result of his actions are appropriate.
These actions were taken by the Board of Directors after an investigation by the
Audit Committee and outside counsel. Thomas Farrell, the other Gannett executive
involved in this matter, resigned from the Company shortly after the SEC
publicly announced the investigation, and later pled guilty to an insider
We believe that this is a dispute about Frank J. Vega because he has been
an effective president of the Detroit Newspaper Agency during a very difficult
strike. We believe that the primary motivation of the Teamsters is to attempt to
embarrass the Company and force out a talented executive who has been a very
effective advocate of management's position in the strike.
The Board believes that the Teamsters' proposal is motivated by the
Teamsters union's own economic interests rather than those of the Company and
its shareholders. In addition, the Board believes that Gannett's zero tolerance
insider trading policy is more than sufficient, while the Teamsters' proposal
would not serve the Company's interests.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6 AND YOUR PROXY
WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
The affirmative vote of a majority of the shares present in person or by
proxy and entitled to vote at the meeting will constitute approval of a
proposal. Proxies solicited by the Board of Directors will be voted AGAINST each
of the foregoing shareholder proposals unless otherwise indicated. If a
shareholder, present in person or by proxy, abstains from voting, the
shareholder's shares will not be voted. An abstention from voting has the same
legal effect as a vote "against" a proposal. If a shareholder holds his shares
in a broker's account and has given specific voting instructions, the shares
will be voted in accordance with those instructions. If no voting instructions
are given, the shareholder's shares will not be voted with respect to the
proposals and will not be counted in determining the number of shares entitled
to vote on the proposals.
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any matter for action at the Annual Meeting other than as set
forth in the Notice of Annual Meeting. If any other matters properly come before
the meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.
In order to be eligible for inclusion in the proxy materials for the
Company's 1997 Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's principal executive
offices by November 23, 1996.
The cost of the solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, certain of the officers and
employees of the Company, without extra remuneration, may solicit proxies
personally or by telephone, telegraph or cable. The Company will also request
brokerage houses, nominees, custodians and fiduciaries to forward soliciting
materials to the beneficial owners of stock held of record and will reimburse
such persons for forwarding such materials. In addition, Georgeson & Company,
Inc., New York, New York, has been retained to aid in the solicitation of
proxies at a fee of $10,000, plus out of pocket expenses.
Copies of the 1995 Annual Report have been mailed to shareholders.
Additional copies may be obtained from the Secretary, Gannett Co., Inc., 1100
Wilson Boulevard, Arlington, Virginia 22234.
March 22, 1996
P R O X Y
GANNETT CO., INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS-MAY 7, 1996
The undersigned hereby appoints John J. Curley and Douglas H.
McCorkindale or either of them, attorneys and proxies each with power of
substitution to represent the undersigned at the Annual Meeting of Shareholders
of the Company, to be held on May 7, 1996 and at any adjournment or
adjournments thereof, with all the power that the undersigned would possess if
personally present, and to vote all shares of stock that the undersigned may be
entitled to vote at said meeting, as designated on the reverse, and in
accordance with their best judgment in connection with such other business as
may come before the meeting.
Nominees for Directors: Meredith A. Brokaw, Peter B. Clark, John J.
Curley, Josephine P. Louis
PLEASE CAST YOUR VOTES ON THE REVERSE SIDE. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3, AND AGAINST PROPOSALS 4, 5 AND 6.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED. UNLESS MARKED OTHERWISE, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
(continued from reverse side)
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
Executive Officers..................................... 489,380 1,120 489,380
Non-Executive Director Group........................... N/A N/A N/A
Non-Executive Officer Employee Group................... 529,510 146,310 529,510
THE PROXIES are authorized to vote in their discretion upon such other business,
if any, as may properly come before the meeting.
I plan to attend the meeting. / /
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such.
1. ELECTION OF DIRECTORS: VOTE FOR all nominees except those I have listed below: / / VOTE WITHHELD from all nominees: / /
2. PROPOSAL CONCERNING amendments of the 1978 Executive Long-Term Incentive Plan. / / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO ELECT Price Waterhouse as the Company's Auditors. / / FOR / / AGAINST / / ABSTAIN
THE BOARD RECOMMENDS A VOTE "AGAINST" PROPOSALS 4, 5 AND 6.
4. SHAREHOLDER PROPOSAL for report on tobacco and alcohol advertising. / / FOR / / AGAINST / / ABSTAIN
5. SHAREHOLDER PROPOSAL to decline alcohol and tobacco advertising revenue. / / FOR / / AGAINST / / ABSTAIN
6. SHAREHOLDER PROPOSAL concerning insider trading policy. / / FOR / / AGAINST / / ABSTAIN