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 26, 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 5.07
Submission of Matters to a Vote of Security Holders
 
At the special meeting of stockholders (the “Special Meeting”) of Gannett Co., Inc. (the “Company”), held on February 26, 2021, the stockholders of the Company voted on the matter described below.

The Company’s stockholders approved, for purposes of Rule 312.03(c) of the New York Stock Exchange, of the issuance of the maximum number of shares of the Company’s common stock issuable upon conversion of the Company’s 6% Senior Secured Convertible Notes due 2027. The results of the vote are summarized in the table below:

Votes For
 
Votes Against
 
Abstentions
83,658,549   5,434,505
  165,867


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 26, 2021
By:
/s/ Douglas E. Horne
 
Douglas E. Horne
 
Chief Financial Officer