SECURITIES AND EXCHANGE COMMISSION
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 25, 2023, the Leadership Development and Compensation Committee of the Board of Directors of TEGNA Inc. (the “Company”) adopted an Executive Officer Cash Severance Policy (the “Policy”). The Policy provides that the Company will not enter into any new employment agreement, severance agreement or separation agreement with any executive officer of the Company or establish any new severance plan or policy covering any executive officer of the Company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without seeking stockholder ratification of such agreement, plan, or policy.
The foregoing description of the Policy is qualified in its entirety by reference to the Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
|Item 9.01.|| |
Financial Statements and Exhibits
The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:
|10.1||TEGNA Inc. Executive Officer Cash Severance Policy|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Marc S. Sher|
|Vice President, Associate General Counsel and Secretary|
|Date: October 26, 2023|
EXECUTIVE OFFICER CASH SEVERANCE POLICY
Effective Date: October 25, 2023
TEGNA Inc. (the Company) will not enter into any new employment agreement, severance agreement or separation agreement with any Executive Officer or establish any new severance plan or policy covering any Executive Officer that provides for Cash Severance Benefits exceeding 2.99 times the sum of the Executive Officers Base Salary plus Target Bonus, without seeking stockholder ratification of such agreement, plan, or policy.
For purposes of this policy:
CIC Severance Plan means the TEGNA Inc. 2015 Change in Control Severance Plan, as amended, or any successor plan thereto. The terms Date of Termination, Change in Control and 401(k) Plan as used in this Policy shall have the meanings ascribed to such terms in the CIC Severance Plan.
Base Salary means, as applicable: (i) with respect to the CIC Severance Plan, the Executive Officers annual base salary at the highest rate of salary during the 12-month period immediately prior to the Date of Termination or, if higher, during the 12 month period immediately prior to the Change in Control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) Plan contributions and similar items) or (ii) with respect to the TEGNA Inc. Executive Severance Plan or any successor plan thereto (TESP), the Executive Officers Annual Base Salary, as defined in the TESP.
Cash Severance Benefits include cash payments in connection with the termination of the Executive Officers employment, or to offset any tax liability relating to such payments. It does not include (a) the payment, vesting, or acceleration of equity-based awards granted under stockholder-approved plans; (b) the payment or provision of perquisites, insurance, disability, health and welfare plan coverage and other non-cash benefits; (c) the payment of any unpaid bonus for any performance period; (d) payment of deferred compensation, earned retirement benefits or other vested employee benefits provided under any Company benefit plan or policy; or (e) the payment of any accrued but unpaid base salary, business expense reimbursements, paid time-off through the termination date, or reimbursement of legal or other expenses under a Company benefit plan or policy.
Executive Officer means any officer of the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.
Target Bonus means, as applicable: (i) with respect to the TESP, the Executive Officers target bonus under the Companys annual incentive plan for the year of termination, provided that if no target bonus has been established for such year, the Executive Officers target bonus for the year immediately preceding the year of termination, or (ii) with respect to the CIC Severance Plan, the greater of (A) the Executive Officers target bonus immediately prior to the Change in Control, provided that if no target bonus has been established as of such date, the Executive Officers target bonus for the year immediately preceding the year in which the Change in Control occurs, or (B) the Executive Officers target bonus for the year of termination, provided that if no target bonus has been established for such year, the Executive Officers target bonus for the year immediately preceding the year in which the termination occurs.