Washington, D.C. 20549



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant  


Filed by a Party other than the Registrant  


Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12





(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee paid previously with preliminary materials.


Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Online Go to or scan the QR code - login details are located in the shaded bar below. Shareholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the TEGNA Inc. Shareholder Meeting to be Held on June 21, 2022 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: Easy Online Access - View your proxy materials and vote. Step 1: Go to Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before June 11, 2022 to facilitate timely delivery. 2 NOT + 03N7PB


Shareholder Meeting Notice TEGNA Inc.'s Annual Meeting of Shareholders will be held on Tuesday, June 21, 2022 at 9:00 a.m. Eastern Time, virtually via the Internet at To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations. The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposals 2 and 3. 1. ELECTION OF DIRECTORS. Nominees are: 01 - Gina L. Bianchini 02 - Howard D. Elias 03 - Stuart J. Epstein 04 - Lidia Fonseca 05 - David T. Lougee 06 - Karen H. Grimes 07 - Scott K. McCune 08 - Henry W. McGee 09 - Bruce P. Nolop 10 - Neal Shapiro 11 - Melinda C. Witmer 2. COMPANY PROPOSAL TO RATIFY the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. 3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company’s named executive officers. The Board of Directors recommends a vote AGAINST Proposal 4. 4. SHAREHOLDER PROPOSAL regarding shareholder right to call a special meeting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. - Internet – Go to Click Cast Your Vote or Request Materials. - Phone – Call us free of charge at 1-866-641-4276. - Email – Send an email to with “Proxy Materials TEGNA Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by June 11, 2022.