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)
February 15, 2021
  

Gannett Co., Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-36097
 38-3910250
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

7950 Jones Branch Drive, McLean, Virginia
  
22107-0910
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code
(703) 854-6000
  

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(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
GCI
New York Stock Exchange
Preferred Stock Purchase Rights
N/A
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 15, 2021, the Board of Directors (the “Board”) of Gannett Co., Inc. (the “Company”) appointed Vinayak R. Hegde as a member of the Board, effective immediately. Mr. Hegde will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2021 annual meeting of stockholders, or until his successor is elected and qualified. Additionally, Mr. Hegde was appointed to the Audit and Transformation Committees. The appointment of Mr. Hegde was not made pursuant to any arrangement or understanding between him and any other person and he has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Hegde will receive the standard annual Board compensation for non-employee directors for 2021 (pro-rated based on the effective date of his appointment) as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2020.
 
A copy of the Company’s press release announcing the director appointment is attached as Exhibit 99.1 to this Form 8-K.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)  Exhibits.

Exhibit No.
  
Description
 
Gannett Co., Inc. Press Release dated February 16, 2021.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

 
GANNETT CO., INC.
   
Date:  February 16, 2021
By:
/s/ Douglas E. Horne
 
Douglas E. Horne
 
Chief Financial Officer