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):

August 17, 2023

 

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 August 17, 2023, TEGNA Inc. (the “Company”) held the Company’s 2023 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 Inc. (“Computershare”).

As of the close of business on June 22, 2023, the record date for the Annual Meeting, 201,403,858 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, 181,067,192 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 89.90% 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		159,239,902		2,188,984
Howard D. Elias		154,071,265		7,368,758
Stuart J. Epstein		159,394,545		1,841,345
Karen H. Grimes		159,032,687		2,245,074
David T. Lougee		158,779,517		2,472,906
Scott K. McCune		154,118,567		7,049,688
Henry W. McGee		157,502,170		3,742,817
Neal Shapiro		157,774,100		3,677,924
Melinda C. Witmer		157,679,344		3,730,393

 

(2)

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Abstentions
179,445,263		800,624		821,862

 

(3)

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

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
153,264,583		6,889,437		1,626,443		19,287,415

 

(4)

Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers

 

One Year		Two Years		Three Years		Abstentions
153,650,343		403,119		6,977,314		749,558

 

(5)

Approval of a Shareholder proposal regarding Shareholder Ratification of Termination Pay

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
58,225,910		101,890,116		1,664,307		19,287,415

 

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Item 8.01.

Other Events.

On August 17, 2023, 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.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		TEGNA Inc. Press Release, dated August 17, 2023.
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: August 21, 2023				TEGNA Inc.
		By:		/s/ Marc S. Sher
				Marc S. Sher
				Vice President, Associate General Counsel and Secretary

 

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