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):

June 21, 2022

 

TEGNA INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-6961		16-0442930
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

8350 Broad Street, Suite 2000, Tysons, Virginia				22102-5151
(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		TGNA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 21, 2022, TEGNA Inc. (the “Company”) held the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Set forth below are each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting, and the certified voting results reported by the inspector of election, Computershare (“Computershare”).

As of the close of business on May 3, 2022, the record date for the Annual Meeting, 222,851,731 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), were outstanding and entitled to vote. Based on the tabulation of the voting results from Computershare, 191,843,975 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 86.09% percent of the shares of Common Stock entitled to be voted.

The tabulation of the voting results from Computershare for the matters submitted to a vote at the Annual Meeting is as follows:

 

(1)

Election of Directors

 

Nominee		For				Withheld
Gina L. Bianchini			174,114,603				1,880,280
Howard D. Elias			172,571,504				3,348,277
Stuart J. Epstein			175,221,205				695,987
Lidia Fonseca			174,685,412				1,254,366
Karen H. Grimes			174,077,656				1,895,946
David T. Lougee			174,326,309				1,520,097
Scott K. McCune			172,566,684				3,362,758
Henry W. McGee			173,983,645				1,901,225
Bruce P. Nolop			175,205,204				673,572
Neal Shapiro			172,648,511				3,240,231
Melinda C. Witmer			174,690,230				1,272,558

 

(2)

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Abstentions
190,516,455		469,968		857,552

 

(3)

Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
170,939,974		4,741,546		1,368,394		14,794,062

 

(4)

Approval of a Shareholder proposal regarding Shareholder Right to Call a Special Shareholder Meeting

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
98,569,037		77,310,103		1,170,773		14,794,062

 

Item 8.01.

Other Events.

On June 21, 2022, the Company issued a press release confirming the election of its directors at the Annual Meeting based on a preliminary vote count. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

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Item 9.01.

Financial Statements and Exhibits.

 

Exhibit     No.		Description
99.1		Press Release of TEGNA Inc., dated June 21, 2022.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Date: June 24, 2022						TEGNA Inc.
				By:		/s/ Akin S. Harrison
						Akin S. Harrison
						Senior Vice President and General Counsel

 

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