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): September 18, 2017
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 McLean, Virginia |
22107-0150 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(703) 873-6600
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 18, 2017, Jennifer Dulski resigned from the Board of Directors of TEGNA Inc. (the “Company”) in order to begin a new professional opportunity. Ms. Dulski’s resignation was effective immediately.
A copy of the press release announcing Ms. Dulski’s departure from the Company’s Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits | |||
| Exhibit | Description | |||
| 99.1 | ||||
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 hereunto duly authorized.
| TEGNA INC. | ||
| By: |
/s/ Akin S. Harrison | |
| Akin S. Harrison | ||
| Senior Vice President, Associate General Counsel and Secretary | ||
Date: September 19, 2017
EXHIBIT INDEX
| Exhibit | Exhibit | |
| 99.1 | Press Release issued by TEGNA Inc. on September 18, 2017. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
9/18/17
TEGNA Announces Resignation of Jennifer Dulski from Board of Directors
McLEAN, VA – TEGNA Inc. (NYSE: TGNA) today announced that Jennifer Dulski has resigned from the TEGNA Board to begin a new professional opportunity, effective immediately.
Dulski joined the Board in 2016 and served on the Executive Compensation Committee.
“We thank Jennifer for her contributions to TEGNA,” said Marge Magner, TEGNA chairman. “Jennifer has been an invaluable resource as we embrace change and drive innovation across our brands and digital platforms. TEGNA has benefited from her perspectives on the evolving digital landscape and I wish her all the best going forward.”
“On behalf of our Board and management, I would like to thank Jennifer for her service as a director,” said Dave Lougee, president and CEO, TEGNA. “As we’ve transitioned to a standalone media company, Jennifer’s contributions have been highly valued and we wish her the very best in her new endeavors.”
About TEGNA
TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. With 46 television stations in 38 markets, TEGNA delivers relevant content and information to consumers across platforms. It is the largest owner of top 4 affiliates in the top 25 markets, reaching approximately one-third of all television households nationwide. Each month, TEGNA reaches 50 million adults on-air and 32 million across its digital platforms. TEGNA has been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. TEGNA delivers results for advertisers through unparalleled and innovative solutions including OTT local advertising network Premion, centralized marketing resource Hatch, and G/O Digital, a one-stop shop for local businesses to connect with consumers through digital marketing. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. For more information, visit www.TEGNA.com.
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For media inquiries, contact:
Steve Kidera
Manager, Corporate Communications
703-873-6434
skidera@TEGNA.com
For investor inquiries, contact:
Jeffrey Heinz
Vice President, Investor Relations
703-873-6917
jheinz@TEGNA.com