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): January 10, 2018
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 January 10, 2018, the Board of Directors of TEGNA Inc. (the “Company”) elected Gina Bianchini to serve as a director of the Company, effective February 26, 2018, after increasing the size of the Board to 11 members. Ms. Bianchini’s Board committee assignments will be determined at a later date.
On January 16, 2018, the Company announced the election of Ms. Bianchini to the Company’s Board of Directors. A copy of the press release announcing Ms. Bianchini’s election 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 | Press Release issued by TEGNA Inc. on January 16, 2018. | |
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: January 16, 2018
EXHIBIT INDEX
| Exhibit | Exhibit | |
| 99.1 | Press Release issued by TEGNA Inc. on January 16, 2018. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
January 16, 2018
TEGNA Board Elects Gina Bianchini as New Director
McLEAN, VA – Gina Bianchini has been elected to the Board of Directors of TEGNA Inc. (NYSE: TGNA), effective February 26, 2018, the company announced today. Bianchini is the founder and chief executive officer of Mighty Networks, a software platform for entrepreneurs and online businesses to instantly grow their own interest-based social networks.
“Gina is a highly respected and well-known Silicon Valley entrepreneur with a deep expertise in social media and community building technology platforms,” said Marge Magner, TEGNA chairman. “Her vast digital and start-up experience makes her a perfect complement to TEGNA’s Board. She will be a welcome voice as TEGNA continues to innovate and grow our company.”
“Gina is a dynamic entrepreneur and leader who has a passion for using technology to connect people around common interests,” said Dave Lougee, president and CEO, TEGNA. “That experience mirrors our purpose of serving the greater good of our local communities, and her insights will be invaluable as we continue to transform our company in this digital age.”
Prior to founding Mighty Networks, Bianchini co-founded Ning, the largest social platform for niche communities of interests and passions online. Bianchini served as chief executive officer from its inception in 2004 until 2010.
Bianchini serves on the Board of Directors of Scripps Networks Interactive (NASDAQ: SNI). She also co-founded Leanin.Org, a thriving organization dedicated to supporting women leaning into their ambitions.
Bianchini graduated with honors from Stanford University and received her M.B.A from Stanford Business School.
With Bianchini’s election, TEGNA has 11 directors.
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 35 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