Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x    Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

Gannett Co., Inc.

 

(Name of Registrant as Specified In Its Charter)

                  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

 

 

  (2) Aggregate number of securities to which transaction applies:

 

 

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4) Proposed maximum aggregate value of transaction:

 

 

 

  (5) Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 

 

  (2) Form, Schedule or Registration Statement No.:

 

 

 

  (3) Filing Party:

 

 

 

  (4) Date Filed:

 

 


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COMPANY  #                    

    
  

GANNETT CO., INC.

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, April 28, 2009

10:00 a.m.

Gannett Co., Inc.

7950 Jones Branch Drive

McLean, VA 22107

Directions to the Gannett Co., Inc. 2009 Annual Meeting are available

in the proxy statement which can be viewed at www.ematerials.com/gci.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on April 28, 2009.

Notice is hereby given that the Annual Meeting of Shareholders of Gannett Co., Inc. will be held at 7950 Jones Branch Drive, McLean, VA on Tuesday, April 28, 2009 at 10:00 a.m.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The Proxy Statement and Annual Report are available at www.ematerials.com/gci

If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before Tuesday, April 14, 2009 to facilitate timely delivery.

 

 

Matters intended to be acted upon at the meeting are listed below.

 

The Board of Directors recommends that you vote

FOR the following proposals:

 

  The Board of Directors recommends that you vote AGAINST the following proposal:
1.     ELECTION OF DIRECTORS:         3.     SHAREHOLDER PROPOSAL relating to the use of tax gross-ups as an element of compensation for senior executives.
  01     Craig A. Dubow      04      Scott K. McCune      07      Neal Shapiro    
  02     Howard D. Elias      05      Duncan M. McFarland      08      Karen Hastie Williams    
  03     Marjorie Magner      06      Donna E. Shalala          
2.     PROPOSAL TO RATIFY Ernst & Young LLP as the Company’s

independent registered public accounting firm for the 2009 fiscal year.

   

 

 

 

  

You may immediately

vote your proxy

on the Internet at:

   www.eproxy.com/gci
  

•   Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on April 27, 2009.

   LOGO
  

 

•   Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the instructions to vote your proxy.

  
   Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

V032508


To request paper copies of the proxy materials, which include the proxy card,

proxy statement and annual report, please contact us via:

 

LOGO    Internet – Access the Internet and go to www.ematerials.com/gci. Follow the instructions to log in, and order copies.
LOGO    Telephone – Call us free of charge at 866-697-9377 in the U.S. or Canada, using a touch-tone phone, and follow the instructions to log in and order copies.
LOGO   

Email – Send us an email at ep@ematerials.com with “GCI Materials Request” in the subject line.

The email must include:

  

•   The 3-digit company # and the 11-digit control # located in the box in the upper right hand corner on the front of this notice.

  

•   Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.

  

•   If you choose email delivery you must include the email address.

  

•   If you would like this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Tax ID number in the email.