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):
November 28, 2011
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 November 28, 2011, Gannett Co., Inc. (the “Company”) issued a press release announcing that Teresa S. Gendron had been appointed its Vice President and Controller, effective immediately. A press release announcing the appointment of Ms. Gendron is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with Ms. Gendron’s appointment, the Executive Compensation Committee of the Company’s Board of Directors approved a base salary of $320,000 and a sign-on bonus of $75,000. Ms. Gendron received options to purchase 15,000 shares and 10,000 restricted stock units under the terms of the Company’s 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010), subject to the Company’s standard vesting schedule.
George R. Gavagan, currently the Company’s Vice President and Controller, will become its Vice President and Chief Accounting Officer, effective immediately, and will continue to serve as its principal accounting officer. Ms. Gendron will assume the role of principal accounting officer upon Mr. Gavagan’s retirement, which is anticipated shortly after the Company files its Form 10-K for the 2011 fiscal year at the end of February 2012.
Ms. Gendron is 42 years of age.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibit 99.1 – Press Release dated November 28, 2011.
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: November 29, 2011 | By: | /s/ Todd A. Mayman | ||
| Todd A. Mayman | ||||
| Senior Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release dated November 28, 2011 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Monday, November 28, 2011
Gannett names Teresa Gendron vice president and controller
McLEAN, VA – Gannett Co., Inc. (NYSE:GCI) announced today that it has named Teresa (Teri) Gendron vice president and controller, effective today.
She succeeds George Gavagan, who will continue as vice president and chief accounting officer and retire after Gannett files its Form 10-K in February 2012. Gendron will assume the role of principal accounting officer following Gavagan’s retirement. Gendron was formerly vice president and controller at NII Holdings, Inc., formerly known as Nextel International, Inc.
“We are pleased to welcome Teri as a valued member of the Gannett team. With her extensive knowledge and deep experience in leading finance and accounting cross-functional transformation at NII Holdings, Inc., her financial insight will be a strong asset as we continue to drive Gannett’s strategic and operational developments,” said Paul Saleh, senior vice president and chief financial officer at Gannett.
“We thank George for his strong leadership and for his exceptional stewardship of resources at Gannett. The importance of his finance and accounting guidance over the years cannot be overstated and is deeply appreciated,” Saleh said. “He has earned his retirement and we wish him all the best.”
“I’m thrilled to be joining Gannett at such an exciting time in the media industry as the company capitalizes on the opportunities presented by the rapidly changing media landscape and evolves its business to be more digitally focused,” said Gendron.
Prior to her appointment as vice president and controller at NII Holdings, Inc. in 2010, Gendron served as the company’s vice president and assistant controller, with responsibility for the company’s compliance with the Sarbanes-Oxley Act. While at NII Holdings, Inc., Gendron rose to positions of increasing responsibility as the company grew from its initial listing in 2003 to a Fortune 500 company within seven years.
Prior to joining NII Holdings, Inc., in 1999, Gendron served as a senior manager in KPMG’s audit practice in Washington, D.C. There, she was responsible for planning and overseeing external financial audits, focusing primarily on projects related to public company filings. Gendron has over 20 years of financial experience, including 13 years of experience within the telecommunications industry.
Gendron is a graduate of the University of Virginia, where she earned a bachelor of science in commerce, with a concentration in accounting. She received her master’s of business administration from Georgetown University, in addition to a global executive master’s of business administration from ESADE Business School of Ramon Llull University in Barcelona, Spain. Gendron is a certified public accountant, licensed in Virginia.
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About Gannett
Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 100 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: | |
| Corporate Communications | Jeffrey Heinz | |
| 703-854-6089 | Director, Investor Relations | |
| 703-854-6917 | ||
| jheinz@gannett.com |