8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2015

 

 

GANNETT CO., INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-6961   16-0442930

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

7950 Jones Branch Drive

McLean, Virginia

  22107-0910
(Address of Principal Executive Offices)   (Zip Code)

(703) 854-6000

Registrant’s telephone number, including area code

Not Applicable

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

 

 

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

 

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

 

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

 

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

 

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

 

 

 


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

On June 16, 2015, Gannett Co., Inc. (the “Company”) issued a press release announcing that Clifton A. (Cam) McClelland, had been appointed its Vice President and Controller and will serve as the Company’s principal accounting officer, effective immediately. Following the previously announced separation of the Company’s Publishing business from its Broadcasting and Digital businesses, Mr. McClelland will continue to serve as Vice President and Controller of the Company, which will be renamed TEGNA Inc. The press release announcing the appointment of Mr. McClelland is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Mr. McClelland, age 46, has served as Acting Controller of the Company since August 2014. Prior to that, Mr. McClelland served as Assistant Controller of the Company from August 2011 until August 2014 and as Director of Consolidations and Financial Reporting from December 2007 until August 2011. Before joining Gannett, Mr. McClelland served in various roles with Lafarge North America, Inc. and US Airways Group, Inc.

Mr. McClelland has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. McClelland is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. McClelland has not entered into any material plan, contract, arrangement or amendment in connection with his appointment as principal accounting officer.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 99.1 – Press Release dated June 16, 2015.


Signature

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

 

GANNETT CO., INC.
By:

/s/ Todd A. Mayman

Todd A. Mayman
Senior Vice President, General Counsel and Secretary

Date: June 17, 2015


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

99.1    Press release issued June 16, 2015
EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

June 16, 2015

Gannett Names Cam McClelland Controller

McLEAN, VA – Gannett Co., Inc. (NYSE: GCI) today announced Cam McClelland has been named vice president and controller. McClelland has been Gannett’s acting controller since late 2014. He joined the company in 2007 as director of consolidation and subsequently served as assistant controller from 2011 to 2014.

“We are delighted to name Cam controller today. His work as acting controller has been instrumental to the financial success of Gannett especially throughout the separation process. This promotion is well-earned and Cam will be a huge asset as the principal accounting officer for TEGNA after the upcoming Publishing spin-off,” said Victoria Harker, chief financial officer, Gannett.

Prior to joining Gannett, Cam spent three years at Lafarge North America, Inc., a Fortune 500 construction materials company, as vice president of financial reporting and compliance. He oversaw Lafarge’s SEC reporting function as well as the corporate and consolidation accounting operations. McClelland also spent 10 years with US Airways Group in a variety of roles, including managing director of corporate accounting. He began his career over 20 years ago in public accounting as an auditor.

Cam earned a Bachelor of Science in Accounting from the University of Florida and a Master of Science in Accounting from the University of Virginia. Cam is a CPA, licensed in Virginia, and a member of the American Institute of Certified Public Accountants. Cam lives with his wife and their two children in Oak Hill, Virginia.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 115 million people every month through its powerful network of broadcast, digital, mobile and publishing properties. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions across any platform. Gannett is committed to connecting people – and the companies who want to reach them – with their interests and communities. For more information, visit www.gannett.com.

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For media inquiries, contact: For investor inquiries, contact:
Jeremy Gaines Jeffrey Heinz
Vice President, Corporate Communications Vice President, Investor Relations
703-854-6049 703-854-6917
jmgaines@gannett.com jheinz@gannett.com