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Form 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):

January 29, 2010

 

 

GANNETT CO., INC.

(Exact name of registrant as specified in charter)

 

Delaware   1-6961   16-0442930

(State or Other Jurisdiction of Incorporation or

Organization of Registrant)

   (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 February 1, 2010, Gannett Co., Inc. (the “Company”) issued a press release announcing that its Chief Financial Officer, Gracia C. Martore, has been named President and Chief Operating Officer, effective February 1, 2010, and that its current Chairman, President and Chief Executive Officer, Craig A. Dubow, will serve as Chairman and Chief Executive Officer after such date. These new roles and responsibilities were established pursuant to the terms of the executives’ existing employment agreements. Ms. Martore will continue as Chief Financial Officer until a new person is appointed to serve in that position. Ms. Martore has served as Executive Vice President and Chief Financial Officer since April 2006. From 2003 to 2006, Ms. Martore served as Senior Vice President and Chief Financial Officer.

In connection with her promotion and in recognition of her continuing outstanding performance, the Company’s Board of Directors approved an increase in Ms. Martore’s base salary for 2010 from $700,000 to $950,000 and granted to her under the terms of the Company’s 2001 Omnibus Incentive Compensation Plan options to purchase 100,000 shares and 25,000 restricted stock units. Ms. Martore has voluntarily reduced her 2010 salary to $900,000.

A press release announcing the new roles and responsibilities of Ms. Martore and Mr. Dubow is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibit 99.1

Press Release dated February 1, 2010.

SIGNATURE

Pursuant to 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.

 

    Gannett Co., Inc.
Date: February 4, 2010     By:   /S/    TODD A. MAYMAN        
      Todd A. Mayman
     

Senior Vice President,

General Counsel and Secretary

INDEX TO EXHIBITS

 

Exhibit No.

   

Description

99.1    Press release dated February 1, 2010

 

Exhibit 99.1

EXHIBIT 99.1

 

 

 

News Release   LOGO

 

FOR IMMEDIATE RELEASE   FEBRUARY 1, 2010

Gracia Martore named Gannett’s President and Chief Operating Officer

McLean, VA – Gracia C. Martore has been named president and chief operating officer of Gannett Co., Inc. (NYSE: GCI), Craig A. Dubow, chairman and chief executive officer, announced today.

Martore, who was most recently Gannett’s executive vice president and chief financial officer, will continue to serve as CFO until a new CFO is appointed. She will continue to report to Dubow.

“Gracia is an outstanding leader and business executive,” Dubow said. “She has made enormous contributions to Gannett during her many years here and most recently as our CFO and executive vice president. She has tremendous financial skills and extensive knowledge of our business operations. She’s earned this opportunity and I couldn’t be more pleased that she will serve as our president and COO.”

“Craig has brought new vision and direction to our company. As the economy continues to move ahead, we look forward to furthering the many changes under way and setting the course for what our company will look like in the years to come. This move will allow Craig to concentrate on Gannett’s long-term strategic planning while Gracia manages the day-to-day operations of the business. Craig and Gracia have been exceptional leaders for Gannett and work in tandem as an outstanding team,” said Karen Hastie Williams, Gannett’s presiding director.

Martore joined Gannett in 1985 as assistant treasurer. She was named vice president/Treasury services in 1993. She was given responsibility for Investor Relations in 1996, became treasurer and vice president/Investor Relations in 1998 and was named a senior vice president in 2001. She became chief financial officer in 2003 and was named executive vice president in 2006.

Martore is a native of Boston and graduate of Wellesley College where she was a Wellesley Scholar. Prior to Gannett, she worked for 12 years in the banking industry.

 

-More-

Gannett Co., Inc. (NYSE: GCI) is an international news and information company operating on multiple platforms including the Internet, mobile, newspapers, magazines and TV stations. Gannett is an Internet leader with hundreds of newspaper and TV Web sites; CareerBuilder.com, the nation’s top employment site; USATODAY.com; and more than 80 local MomsLikeMe.com sites. Gannett publishes 84 daily U.S. newspapers, including USA TODAY, the nation’s largest-selling daily newspaper, and more than 700 magazines and other non-dailies including USA WEEKEND. Gannett also operates 23 television stations in 19 U.S. markets. Gannett subsidiary Newsquest is the United Kingdom’s second largest regional newspaper company with 17 daily paid-for titles, more than 200 weekly newspapers, magazines and trade publications, and a network of Web sites.

 

# # #

 

 

For media inquiries, contact:

   For investor inquires, contact:

Robin Pence

   Jeffrey Heinz

Vice President of Corporate Communications

   Director, Investor Relations

703-854-6049

   703-854-6917

rpence@gannett.com

   jheinz@gannett.com