UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2016

 

 

TEGNA 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		22107-0150
McLean, Virginia
(Address of Principal Executive Offices)		(Zip Code)

(703) 854-7000

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))

 

 

 

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Item 5.02.

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

On May 5, 2016, TEGNA Inc. (the “Company”) announced that its Board of Directors has elected Jennifer Dulski to serve as a director of the Company, effective immediately. Ms. Dulski’s Board committee assignments will be determined at a later date. A press release announcing the election of Ms. Dulski to the Company’s Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 5, 2016. The voting results on the proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results of the proposal to elect ten nominees to the Company’s Board of Directors were as follows:

 

		For				Against				Abstain				Broker Non-Votes
Howard D. Elias			181,408,787				2,186,569				1,096,241				14,939,529
Lidia Fonseca			181,487,999				2,079,240				1,124,359				14,939,529
Jill Greenthal			182,474,358				1,500,482				716,757				14,939,529
Marjorie Magner			181,414,942				2,025,591				1,251,064				14,939,529
Gracia C. Martore			182,358,050				1,514,138				819,409				14,939,529
Scott K. McCune			181,498,829				2,080,196				1,112,572				14,939,529
Henry W. McGee			182,344,453				1,622,246				724,899				14,939,529
Susan Ness			182,476,439				1,495,057				720,102				14,939,529
Bruce Nolop			182,411,808				1,554,062				725,727				14,939,529
Neal Shapiro			182,437,395				1,638,916				615,286				14,939,529

Proposal 2

The voting results of the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year were as follows:

 

For		Against		Abstain		Broker Non-Votes
197,180,507		2,100,682		349,938		0

Proposal 3

The voting results of the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers reported in the Company’s 2016 proxy statement were as follows:

 

For		Against		Abstain		Broker Non-Votes
177,001,056		6,749,642		940,582		14,939,846

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibit 99.1

See Index to Exhibits attached hereto.

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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.

 

Date: May 6, 2016

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Index to Exhibits

 

Exhibit No.		Description
99.1		Press release announcing the election of Ms. Dulski to the Company’s Board.

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

May 5, 2016

TEGNA Board Elects Jennifer Dulski as New Director

McLEAN, VA – Jennifer Dulski, president of Change.org, has been elected to the Board of Directors of TEGNA Inc. (NYSE: TGNA), effective immediately, the company announced today.

“Jennifer is a highly accomplished executive with experience driving innovation across digital brands and platforms,” said Marge Magner, TEGNA chairman. “Her understanding of the evolving digital landscape will offer a unique perspective to our board, helping ensure TEGNA is well positioned for continued success.”

“Jennifer’s election to our board reaffirms our commitment to innovation and growth,” said Gracia Martore, president and CEO, TEGNA. “Throughout every stage of her career, Jennifer has achieved great success by working tirelessly to make change happen and get things done. I welcome her to the board and am excited to work with her to continue to grow our company.”

Dulski has more than 15 years of experience in successful startups and big-brand internet companies.

In 2013, she joined Change.org, the world’s largest platform for social change, empowering people everywhere to start, join and win campaigns on issues they care about. The company has more than tripled in size under her leadership, to nearly 150 million users worldwide. Prior to joining Change.org, she spent two years leading a global product at Google. In 2007, she became co-founder and CEO of The Dealmap, a leading source for people to find and share the best local deals. The company was acquired by Google in 2011. Dulski also spent 9 years at Yahoo!, ultimately serving as group vice president and general manager of local and commerce.

With Dulski’s election, TEGNA has 11 directors.

About TEGNA

TEGNA Inc. (NYSE: TGNA) is comprised of a dynamic portfolio of media and digital businesses that provide content that matters and brands that deliver. TEGNA reaches more than 90 million Americans and delivers highly relevant, useful and smart content, when and how people need it, to make the best decisions possible. TEGNA Media includes 46 television stations and is the largest independent station group of major network affiliates in the top 25 markets, reaching approximately one-third of all television households nationwide. TEGNA Digital is comprised of Cars.com, the leading online destination for automotive consumers, CareerBuilder, a global leader in human capital solutions, and other powerful brands such as G/O Digital and Cofactor. For more information, visit www.TEGNA.com.

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For media inquiries, contact:

Steve Kidera

Manager, Corporate Communications

703-854-6077

skidera@TEGNA.com

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For investor inquiries, contact:

Jeffrey Heinz

Vice President, Investor Relations

703-854-6917

jheinz@TEGNA.com