PRE 14A 1 nc10022783x1_pre14a.htm PRE 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒    Filed by a Party other than the Registrant
Check the appropriate box:
☒ Preliminary Proxy Statement.
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
 Definitive Proxy Statement.
 Definitive Additional Materials.
 Soliciting Material Pursuant to §240.14a-12.
Gannett Co., Inc.
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

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April [28], 2021
Dear Fellow Stockholders:
We are pleased to invite you to our Annual Meeting of Stockholders, which will be held on Monday, June 7, 2021, at 8:00 a.m. Eastern Time. The annual meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location, especially in light of the ongoing COVID-19 pandemic. You will be able to participate in the virtual annual meeting, vote your shares and submit questions during the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/GCI2021. There will not be a physical meeting location and you will not be able to attend the annual meeting in person. As always, we encourage you to vote your shares prior to the meeting.
The matters to be considered by our stockholders at the annual meeting are described in detail in the accompanying materials. After consulting with outside experts and advisors, our board of directors decided to continue its efforts to strengthen our approach to governance and is again proposing several changes to our bylaws and certificate of incorporation to remove certain supermajority voting provisions, enhance stockholder rights and increase our board of director’s accountability. Implementation of these provisions requires the approval of holders of 80% of our common stock, and every vote matters.
Your vote is important. Whether or not you expect to participate in the annual meeting, please complete the proxy electronically or by phone as described on your proxy card and under “How to Vote” in this proxy statement, or please complete, date, sign and promptly return the proxy card in the enclosed postage-paid envelope so that your shares may be represented at the annual meeting. Returning or completing the proxy does not deprive you of your right to participate in the annual meeting and to vote your shares.
Please note that you must follow these instructions in order to participate in and be able to vote at the annual meeting: All stockholders as of the close of business on April 15, 2021, the record date, may vote and ask questions at the annual meeting by accessing www.virtualshareholdermeeting.com/GCI2021 and entering the 16-digit unique control number found on the proxy card or voting instruction form included with the proxy materials. In addition, any stockholder may also be represented by another person at the annual meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you participate in the virtual annual meeting. For assistance in voting your shares, please contact our proxy solicitor MacKenzie Partners, Inc., toll-free at (800) 322-2885, collect at (212) 929-5500 or at proxy@mackenziepartners.com or our Investor Relations department at investors@gannett.com or (703) 854-3000.
If you are not the holder of record and own your shares through a brokerage firm, bank, broker-dealer, nominee, custodian or fiduciary (each, a “broker”), we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker is not required to represent you at the meeting and even if they do, they may not vote your shares on any proposal, except the ratification of our auditors.
Sincerely,

Michael E. Reed
Chairman of the Board of Directors

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NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS OF GANNETT CO., INC.
WHEN:

Monday, June 7, 2021
8:00 a.m. Eastern Time
The principal business of the 2021 Annual Meeting of Stockholders(the “Annual Meeting”), as described in the accompanying proxy materials will be:
(1) Election of nine director nominees to serve until the 2022 annual meeting of stockholders and until their respective successors are elected and duly qualified;
(2) Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021;
(3) Approval, on an advisory basis, of executive compensation;
(4) Approval, on an advisory basis, of the frequency of future advisory votes on executive compensation;
(5) Approval of an amendment to our Amended and Restated Bylaws (the “Bylaws”) to implement majority voting in uncontested director elections;
(6) Approval of amendments to our organizational documents eliminating certain supermajority voting provisions, namely:
  A. Eliminating the supermajority voting requirement to amend certain provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Charter”);
  B. Eliminating the supermajority voting requirements to amend our Bylaws; and
  C. Eliminating the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors of the Company (the “Board”) is removed;
(7) Approval of the Rights Agreement, dated April 6, 2020, between the Company and American Stock Transfer & Trust Company LLC (the “Rights Agreement”) designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); and
(8) Any other business properly presented at the Annual Meeting or any adjournment or postponement thereof.
WHERE:

Online via:
www.virtualshareholdermeeting.com/GCI2021

There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person. In the event that the logistics of our Annual Meeting are impacted by developments related to the COVID-19 pandemic, we will announce such information as promptly as practicable in a press release and the filing of additional proxy materials with the U.S. Securities and Exchange Commission. Please monitor our website at https://investors.gannett.com/annualmeeting for updated information.
RECORD DATE:

Only stockholders of record at the close of business on April 15, 2021 will be entitled to notice of and to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2021:

The Notice of Annual Meeting, Proxy Statement and the Annual Report are available at http://materials.proxyvote.com/36472T
Proposals 5 and 6 are intended to promote stockholder democracy and increase the Board’s accountability to stockholders. These proposals require approval by a supermajority of the outstanding shares so it is extremely important that your shares be represented at the Annual Meeting, regardless of the size of your holdings. Whether or not you expect to attend the Annual Meeting, please complete the proxy electronically or by phone as described on your proxy card and under “How do I Vote” in the proxy statement, or complete, date, sign and promptly return the proxy card in the enclosed postage-paid envelope so that your shares may be represented at the Annual Meeting. If you are not the holder of record and own your shares through a brokerage firm, bank, broker-dealer, nominee, custodian or fiduciary (each, a “broker”), we encourage you to follow the instructions provided by your broker about how to vote.
By Order of the Board of Directors,

Polly Grunfeld Sack
General Counsel

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Gannett Co., Inc. 2021 Annual Meeting of Stockholders

VOTE YOUR SHARES
HOW TO VOTE
Your vote is very important, and we hope that you will participate in the Annual Meeting. You are eligible to vote if you were a stockholder of record at the close of business on April 15, 2021. Please read the proxy statement and vote right away using any of the following methods.
Stockholders of Record:



VOTE BY INTERNET BEFORE OR DURING THE MEETING

Visit: www.proxyvote.com
VOTE BY TELEPHONE

Call 1-800-690-6903 to vote by phone
VOTE BY MAIL

Sign, date, and return your proxy card in the enclosed envelope.
Beneficial Stockholders:
If you are a beneficial stockholder, you will receive instructions from your brokerage firm, bank, broker-dealer, nominee, custodian, fiduciary or other nominee that you must follow in order for your shares to be voted.
Assistance:
For assistance in voting your shares, please contact our proxy solicitor MacKenzie Partners, Inc. toll-free at (800) 322-2885, collect at (212) 929-5500 or at proxy@mackenziepartners.com or our Investor Relations department at investors@gannett.com or (703) 854-3000.

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PROPOSAL 1
 
PROPOSAL 2
 
PROPOSAL 3
 
PROPOSAL 4
 
PROPOSAL 5
 
PROPOSAL 6
 
PROPOSAL 7
 
Reconciliation of Adjusted EBITDA for Year End December 31, 2020
 
Proposed Amendment to Bylaws
 
Proposed Amendment to Charter (Proposal No. 6A)
 
Proposed Amendment to Charter and Bylaws (Proposal No. 6B)
 
Proposed Amendment to Charter (Proposal No. 6C)
 
Rights Agreement
 
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GANNETT CO., INC.
7950 Jones Branch Drive, McLean, VA 22107-0150
Proxy Statement
for the 2021 Annual Meeting of Stockholders to be Held on
June 7, 2021
PROXY STATEMENT SUMMARY
To assist you in reviewing the proposals to be considered and voted upon at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 7, 2021, we have summarized information contained elsewhere in this proxy statement or in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”). This summary does not contain all of the information you should consider about Gannett Co., Inc. (the “Company”) and the proposals being submitted to stockholders at the Annual Meeting. We encourage you to read the entire proxy statement and Annual Report carefully before voting.
2021 Annual Meeting of Stockholders
Date & Time
Location
Record Date
Monday, June 7, 2021
8:00 A.M. Eastern Time
Online via:
www.virtualshareholdermeeting.com/GCI2021
April 15, 2021
Meeting Agenda and Voting Matters
Item
Proposal
Board Vote
Recommendation
Page Reference
(for more information)
1
Election of Nine Director Nominees Named in this proxy statement
FOR each nominee
2
Ratification of the Appointment of Ernst & Young LLP
FOR
3
Advisory vote on executive compensation (“say on pay”)
FOR
4
Advisory vote regarding the frequency of future advisory votes on executive compensation (“say on frequency”)
FOR
5
Approval of amendments to our Amended and Restated Bylaws (the “Bylaws”) to implement majority voting in uncontested director elections
FOR
6
Approval of amendments to our organizational documents eliminating certain supermajority voting provisions, namely:
 
 
 
A. Eliminating the supermajority voting
  requirement to amend certain
  provisions of our Amended and Restated
  Certificate of Incorporation, as amended
  (the “Charter”)
FOR
 
B. Eliminating the supermajority voting
  requirements to amend our Bylaws
FOR
 
C. Eliminating the supermajority voting
  requirements to remove directors and
  to appoint directors in the event that
  the entire Board of directors is removed
FOR
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Item
Proposal
Board Vote
Recommendation
Page Reference
(for more information)
7
Approval of the Rights Agreement, dated April 6, 2020, between the Company and American Stock Transfer & Trush Company LLC (the “Rights Agreement”) designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)
FOR
Director Nominees
Name
Age
Recent Professional Experience
Committees
Vinayak R. Hegde*
51
President and Chief Operating Officer, Blink Health
LLC
AC, TC, CVC
Theodore Janulis*
62
Founder and Principal, Investable Oceans
AC, CC, NGC, CVC
John Jeffry Louis III*
58
Co-Founder and Former Chairman, Parson Capital
Corporation
CC, NGC, CVC
Maria Miller*
64
Former Chief Marketing Officer, Bahamas Paradise
Cruise Line
AC, NGC, CVC
Michael Reed
54
Chief Executive Officer, Gannett Co., Inc.
CVC
Debra Sandler*
61
President and Chief Executive Officer, La Grenade
Group, LLC
NGC, TC, CVC
Kevin Sheehan*
67
Former Senior Advisor, Scientific Games Corporation
AC, CC, CVC
Laurence Tarica*
71
Former President and Chief Operating Officer, Jimlar
Corporation
NGC, TC, CVC
Barbara Wall
66
Former Chief Legal Officer, Gannett Media Corp.
TC, CVC
*
— Independent Director
AC
— Audit Committee
CC
— Compensation Committee
NGC
— Nominating and Corporate Governance Committee
TC
— Transformation Committee
CVC
— COVID-19 Committee
Who We Are
We are a subscription-led and digitally focused media and marketing solutions company committed to empowering communities to thrive. We aim to be the premiere source for clarity, connections, and solutions within our communities. Our strategy is focused on driving audience growth and engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our advertisers desire. The execution of this strategy is expected to enable us to continue our evolution from a more traditional print media business to a digitally focused content platform.
Until November 19, 2019, our corporate name was New Media Investment Group Inc. (“New Media”) and Gannett Co., Inc. was a separate publicly traded company. On November 19, 2019, we completed the acquisition (the “Acquisition”) of Gannett Co., Inc. (which was renamed Gannett Media Corp. and is referred to as “Legacy Gannett”) and changed our name to Gannett Co., Inc.
Company Governance Highlights
Self-Management. As of December 31, 2020, we terminated our external management agreement (the “Amended Management Agreement”) and became self-managed. In connection with the termination of our relationship with FIG, LLC (the “Former Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), we extended offers of employment to certain employees of the Former Manager or its affiliates who provided services to the Company, including to our Chief Executive Officer, who became our employee as of January 1, 2021.
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Operating Priorities. We have five key operating priorities: accelerating digital subscriber growth, driving digital marketing services growth, optimizing our traditional print operations and advertising businesses, prioritizing investments into growth businesses that support our vision, and building our inclusive and diverse culture. In 2021, we expect to speak to these priorities regularly and share data points with you to track our progress.
Fully declassified board. We have completed the restructuring of our previously classified board, meaning that the entire board of directors will be elected annually commencing with this Annual Meeting.
Director Skills and Attributes
We believe that our directors possess the requisite experience and skills necessary to carry out their duties and to serve our best interests and those of our stockholders.
Number of Directors displaying Key Competencies and/or Profiles

Stockholder Outreach and Engagement
We regularly engage with our stockholders over the course of a year on diverse topics such as financial performance, compensation and pay for performance matters, corporate governance and corporate social responsibility. These meetings and calls can be in person or via teleconference, management only, or led by one of our independent directors with management present. We are committed to not just continued engagement with our shareholders, but to reviewing and applying the substance of the engagement. Management routinely reports to our board of directors (the “Board”) and specific Board committees on the substance and nature of our stockholder communications.
Despite the pandemic, in 2020 we held over 150 meetings with stockholders, which included meeting many of our stockholders at least once during the year. We also attended five conferences and had quarterly engagement with our analysts. Many conversations were focused on the integration progress after the Acquisition and what our environmental, social, and governance practices would become for the combined company. We are now one year into a two-year integration journey and our public disclosures reflect the additional progress we have made to date.
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In early 2021, we invited 25 of our investors (representing over 50% of our share ownership) to engage with us for a comprehensive update with respect to our governance efforts, considering the recent termination of our external management agreement. From these conversations and those held in 2020, here is feedback we received and how we responded:
What we Heard
How we Responded
Stockholders indicated a desire for increased proxy disclosure clarity.
We substantially enhanced our disclosures in this proxy statement, adding a more fulsome summary section and incorporating the use of further graphics to provide greater clarity and improve readability.
 
 
Stockholders asked for added details with respect to our compensation programs.
We enhanced our Compensation, Discussion & Analysis (“CD&A”) section in this proxy statement to enhance our compensation-related disclosures.

The Board also negotiated the termination of our external management agreement one year earlier than planned. Our Chief Executive Officer, Michael Reed, is now employed directly by us and the terms of his employment are disclosed in the CD&A section.
 
 
Stockholders expressed an interest in hearing more about journalism, our diversity efforts, and our strategy.
On our corporate website and in our earnings releases and annual and quarterly reports we file with the Securities and Exchange Commission (the “SEC”), we include highlights from our award-winning journalism and share data on its reach in both the United States and the United Kingdom.

In the summer of 2020, we published our workforce diversity demographics on our corporate website, which we expect to refresh twice annually (January 1 and July 1). At the end of the first quarter of 2021, we also published our first Inclusion Report.

With respect to our strategy, we have expanded our discussions of our strategy and added detail about our areas of business focus. We have also committed to sharing more key performance data with respect to our strategy and focus during 2021.
The feedback received from these meetings with our stockholders has helped to shape our 2021 disclosures and the re-inclusion of Proposals 5 and 6 is intended to further promote stockholder democracy and increase the Board’s accountability to stockholders. These proposals require approval by a supermajority of the outstanding shares, so we have again engaged MacKenzie Partners, Inc. to assist us in solicitation of stockholder participation.
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GENERAL INFORMATION
Why am I receiving these proxy materials?
These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board for the 2021 Annual Meeting of Stockholders of Gannett Co., Inc. to be held on Monday, June 7, 2021 at 8:00 a.m. Eastern Time, and at any adjournment or postponement thereof. The annual meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location, especially in light of the ongoing pandemic. There will not be a physical meeting location and you will not be able to attend the annual meeting in person.
We made our proxy materials available to stockholders via the internet or in printed form on or about April [28], 2021. Our proxy materials include the Notice of the Annual Meeting, this proxy statement, the proxy card and our Annual Report. These proxy materials, other than the proxy card, which is available with the printed materials, can be accessed at http://materials.proxyvote.com/36472T. A proxy may confer discretionary authority to vote with respect to any matter presented at the Annual Meeting.
What am I voting on?
At the annual meeting, you will vote on:
1)
the election of nine director nominees to serve until the 2022 annual meeting of stockholders and until their respective successors are elected and duly qualified;
2)
a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021;
3)
a proposal to approve, on an advisory basis, the Company’s executive compensation (“say on pay”);
4)
a proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation (“say on frequency”);
5)
a proposal to amend our Bylaws to implement majority voting in uncontested director elections;
6)
proposals to eliminate certain supermajority voting provisions from our organizational documents, namely:
A.
a proposal to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of our Charter;
B.
a proposal to eliminate the supermajority voting requirements applicable to the amendment of our Bylaws; and
C.
a proposal to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board is removed; and
7)
a proposal to ratify the Rights Agreement designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code.
Will there be any other items of business addressed at the Annual Meeting?
As of the date of this proxy statement, we are not aware of any other matter to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, the proxy holders will vote for you on such matter in their discretion.
What must I do if I want to participate in the Annual Meeting?
By visiting www.virtualshareholdermeeting.com/GCI2021 and signing in with your unique control number, you will be able to participate in the Annual Meeting, vote your shares and ask questions during the meeting. Guests who are not stockholders are welcome to join the virtual meeting but will be restricted to listen-only mode. If you encounter technical difficulties accessing our Annual Meeting, a support line will be available on the login page of the virtual meeting website shortly before the beginning of the Annual Meeting.
We continue to monitor developments with respect to the ongoing pandemic. Please monitor our website at https://investors.gannett.com/annualmeeting for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting. This proxy statement furnishes you with the information you need in order to vote, whether or not you participate in the Annual Meeting.
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Who may vote at the Annual Meeting?
If you owned shares of our common stock at the close of business on April 15, 2021, which is the record date for the Annual Meeting, then you are entitled to vote your shares at the meeting. At the close of business on the record date, we had [   ] shares of common stock outstanding and entitled to vote. Each share is entitled to one vote on each proposal.
Stockholders who have not voted their shares prior to the Annual Meeting or who wish to change their vote will be able to vote their shares electronically at the Annual Meeting while the polls are open.
How do I Vote?
Telephone and internet voting are available through 11:59 p.m. Eastern Time on June 6, 2021 using the 16-digit unique control number included on your proxy card or in the instructions that accompanied your proxy materials. Whether you are a stockholder of record or a beneficial owner, you can submit a proxy for your shares by internet at www.proxyvote.com. Stockholders of record can also submit a proxy for their shares by calling 1-800-690-6903.
You can also submit your proxy by mail by completing, signing, dating the proxy card and returning it in the pre-paid enclosed envelope so that it is received prior to the Annual Meeting. In addition, you may vote your shares during the Annual Meeting if you log into the meeting using your unique control number.
If you are a beneficial stockholder, you will receive instructions from your brokerage firm, bank, broker-dealer, nominee, custodian, fiduciary or other nominee that you must follow in order for your shares to be voted. Many such firms make telephone or internet voting available, but the specific processes available will depend on those firms’ individual arrangements.
We encourage you to vote as soon as possible, even if you plan to participate in the Annual Meeting. Your vote is important and for all items other than ratification of the appointment of our independent registered public accounting firm, if you hold shares in street name, your shares will not be voted by your brokerage firm, bank, broker-dealer, nominee, custodian, fiduciary or other nominee if you do not provide voting instructions.
For assistance in voting your shares, please contact our proxy solicitor MacKenzie Partners, Inc. toll-free at (800) 322-2885, collect at (212) 929-5500 or at proxy@mackenziepartners.com or our Investor Relations department at investors@gannett.com or (703) 854-3000.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, you are considered the stockholder of record with respect to those shares, and we sent the printed proxy materials (including your 16-digit unique control number) directly to you.
Street Name Holders. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization (which is referred to as holding shares in “street name”), then the broker, nominee, custodian, or fiduciary (each, a “broker”) is considered the stockholder of record for purposes of voting at the Annual Meeting, and the printed proxy materials will be forwarded to you by the broker. As the beneficial owner of the shares, you have the right to instruct your broker on how to vote the shares held in your account. If you are not the holder of record and own your shares through a broker, we encourage you to follow the instructions provided by your broker about how to vote.
What happens if I do not give specific voting instructions?
If you are a stockholder of record and you indicate when voting over the internet or by telephone that you wish to vote as recommended by our Board or sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then a “broker non-vote” occurs. In that case, the broker has discretionary authority to vote your shares with respect to the ratification of the selection of Ernst & Young LLP as our independent
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registered public accounting firm (because it is considered a “routine” proposal under the rules of the New York Stock Exchange (“NYSE”)), but cannot vote your shares on any other matters being considered at the Annual Meeting (because they are considered to be non-routine proposals under NYSE rules). When our inspector of election tabulates the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted with respect to Proposals 1, 3, 4 and 7, and will count as a vote “Against” with respect to Proposals 5, 6A, 6B and 6C. We therefore encourage you to provide voting instructions on each proposal to the organization that holds your shares.
What constitutes a quorum for the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum to conduct business at the Annual Meeting. Shares held by an intermediary, such as a brokerage firm, bank, broker-dealer or other similar organization, that are voted by the intermediary on any or all matters will be treated as shares present for purposes of determining the presence of a quorum. Abstentions and broker non-votes also will be counted for the purpose of determining the existence of a quorum. If a quorum is not present, the Annual Meeting may be adjourned by the vote of a majority of the shares represented at the Annual Meeting until a quorum has been obtained.
What vote is required to approve each proposal and how does the Board recommend that I vote?
The vote required to approve each proposal, and the Board’s recommendation with respect to each proposal, are described below.
Proposal
Board
Recommendation
Votes Required
Effect of Abstentions
Effect of Broker
Non-Votes
1.
Election of nine director nominees
FOR each nominee
Plurality of votes cast
None
None
2.
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021
FOR
Majority of shares present and entitled to vote thereon
Same effect as vote cast against proposal
N/A since this proposal is a routine matter on which brokers may vote
3.
Advisory vote on executive compensation
FOR
Majority of shares present and entitled to vote thereon (1)
Same effect as vote cast against proposal
None
4.
Advisory vote regarding the frequency of future advisory votes on executive compensation
ONE YEAR
Majority of shares present and entitled to vote thereon (1)
None
None
5.
Approval to implement majority voting in uncontested director elections
FOR
80% of outstanding shares
Same effect as vote cast against proposal
Same effect as vote cast against proposal
6A.
Approval to eliminate the supermajority voting requirement to amend certain provisions of our Charter
FOR
80% of outstanding shares
Same effect as vote cast against proposal
Same effect as vote cast against proposal
6B.
Approval to eliminate the supermajority voting requirements to amend certain provisions of our Bylaws
FOR
80% of outstanding shares
Same effect as vote cast against proposal
Same effect as vote cast against proposal
6C.
Approval to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board is removed
FOR
80% of outstanding shares
Same effect as vote cast against proposal
Same effect as vote cast against proposal
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Proposal
Board
Recommendation
Votes Required
Effect of Abstentions
Effect of Broker
Non-Votes
7.
Approval of the Rights Agreement designed to preserve the value of certain tax assets associated with the Company’s net operating losses under Section 382 of the Internal Revenue Code
FOR
Majority of shares present and entitled to vote thereon
Same effect as vote cast against proposal
None
(1)
The results of the advisory vote on executive compensation and advisory vote regarding the frequency of future advisory votes on executive compensation are not binding on our Board or our compensation committee. However, our Board and our compensation committee value the opinions expressed by our stockholders in their votes on these proposals and will consider the outcomes of the votes when making future compensation decisions regarding our named executive officers. With respect to the frequency of future advisory votes, the frequency receiving the greatest number of votes will be deemed to have been selected by the stockholders.
In addition, if you grant a proxy, your shares will be voted in the discretion of the proxy holder on any proposal for which you do not register a vote and any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.
How can I obtain a stockholder list?
A stockholder list will be available for examination by our stockholders during the Annual Meeting and at our principal executive offices at 7950 Jones Branch Drive, McLean, VA 22107-0150 during ordinary business hours throughout the ten-day period prior to the Annual Meeting for any purpose germane to the meeting.
Can I change or revoke my vote?
If you are a stockholder of record, you may revoke your proxy through any of the following methods:
send written notice of revocation, prior to the Annual Meeting, to our General Counsel at Gannett Co., Inc., 175 Sully’s Trail, Pittsford, New York 14534;
complete, sign, date and mail a timely new proxy card to the address above;
dial the number provided on the proxy card and timely vote again;
log on to the internet site provided on the proxy card and timely vote again; or
attend the Annual Meeting and vote again.
Only your last-submitted, timely vote will count at the Annual Meeting. If you are a street name holder, you must contact your broker to receive instructions as to how you may revoke your proxy instructions.
We encourage you to vote in advance of the Annual Meeting to ensure your vote is counted should you be unable to participate in the Annual Meeting. Stockholders who have not voted their shares prior to the Annual Meeting or who wish to change their vote will be able to vote their shares electronically at the Annual Meeting while the polls are open. If you properly provide your proxy in time to be voted at the Annual Meeting, it will be voted as you specify unless it is properly revoked prior thereto. If you properly provide your proxy but do not include your voting specifications, the shares represented by the proxy will be voted in accordance with the recommendations of the Board, as described in this proxy statement.
Who is paying for this proxy solicitation?
We will bear the expense of preparing, printing and mailing the proxy materials and the proxies solicited hereby. Following the mailing of this proxy statement and other proxy materials, we and/or our agents may also solicit proxies by mail, telephone, electronic transmission, including email, or in person. In addition, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise.
Following the mailing of this proxy statement and other proxy materials, we will also request brokerage firms, banks, broker-dealers, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held as of the record date, and will provide reimbursement for the cost of forwarding the materials.
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We have retained MacKenzie Partners, Inc. to assist with soliciting proxies on our behalf for a fee of approximately $17,500, plus reasonable out of pocket expenses. We bear all proxy solicitation costs. If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885, collect at (212) 929-5500 or at proxy@mackenziepartners.com or our Investor Relations department at investors@gannett.com or (703) 854-3000.
Can I ask questions at the Annual Meeting?
You may submit questions in advance of the Annual Meeting or during the Annual Meeting. We encourage you to submit questions in advance at www.proxyvote.com after logging in with your 16-digit unique control number found on the proxy card or voting instruction form included with the proxy materials. We request that questions sent in advance be submitted by June 4, 2021. You may also submit questions during the Annual Meeting by accessing the virtual meeting website at www.virtualshareholdermeeting.com/GCI2021 with your 16-digit unique control number and following the instructions available on the virtual meeting website.
We expect to respond to questions during the Annual Meeting that are pertinent to meeting matters as time permits. We may group together questions that are substantially similar to avoid repetition. If we are unable to answer your question during the Annual Meeting due to time constraints, we encourage you to contact Investor Relations at (703) 854-3000 or investors@gannett.com.
Who counts the votes?
A representative of the Carideo Group, Inc. (an affiliate of Broadridge Financial Solutions Inc.), our independent tabulating agent, will count the votes and act as the inspector of elections. We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our inspector of elections to examine these documents.
How can I find out the voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Annual Meeting.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The first proposal is to elect nine director nominees to serve until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Bylaws provide that our Board shall consist of not less than three and not more than eleven directors as the Board may from time to time determine. The number of directors on the Board is currently fixed at nine.
At the 2018 annual meeting of stockholders, our stockholders approved amendments to our Bylaws that eliminate the classification of our Board into three classes, with each class serving a three-year term. As a result, the entire Board will be elected annually commencing with this year’s Annual Meeting.
Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated Michael E. Reed, Kevin M. Sheehan, Vinayak R. Hegde, Theodore P. Janulis, John Jeffry Louis III, Maria Miller, Debra Sandler, Laurence Tarica, and Barbara Wall for election as a director to serve until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to earlier retirement, resignation or removal. All of the Board’s nominees for director were elected at the last annual meeting, except Mr. Hegde who joined the Board in February 2021, and all nominees have agreed to serve if elected.
The Board recommends that you vote FOR each of the director nominees.
Unless otherwise instructed, all proxies that we receive will be voted FOR the director nominees. Abstentions and broker non-votes will have no effect on the election of directors. If a nominee becomes unable to stand for election as a director, an event that our Board does not presently expect, the persons named in the proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, determine and as the Nominating and Corporate Governance Committee or the Board may recommend, provided that proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
Information Concerning our Directors
Set forth below is certain biographical information for our directors. Each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to serve on the Board and its committees.
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Name, Position, Age
Description
Michael E. Reed
Chairman of the Board and
Chief Executive Officer
Age: 54
Director since November 2013


Mr. Reed has been Chairman of the Board since May 2019, and he has served as our Chief Executive Officer and President, and a member of our Board, since November 26, 2013. Previously, he had been Chief Executive Officer of GateHouse Media, Inc. (“GateHouse”), our predecessor, since January 2006 and served in this position when GateHouse filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in September 2013. He was a member of the board of directors of GateHouse since October 2006. Mr. Reed formerly served on the Board of Directors for the Newspaper Association of America, including one year as Chairman. He formerly served on the Board of Directors for the Minneapolis Star Tribune, from 2009 to 2014. Mr. Reed also formerly served as a director of the Associated Press and Chairman of the Audit Committee for the Associated Press. Mr. Reed currently also serves on the Board of Directors of TouchCare Holdings LLC.

Mr. Reed has a deep understanding of our operations, strategy and people, as well as our industry, serving in senior executive capacities in the newspaper and publishing industries for more than 20 years. Mr. Reed also has extensive corporate board experience.
 
 
Kevin M. Sheehan
Lead Director
Age: 67
Director since November 2013
Lead Director since May 2019



Mr. Sheehan has been a member of our Board since November 2013, and as Lead Director since May 2019. He was a member of the board of directors of GateHouse from October 2006 through November 2013 and served in this position when GateHouse filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in September 2013. From August 2016 to September 2018, Mr. Sheehan served as a director of, and from June 2018 to October 2018, as a senior advisor to, Scientific Games Corporation, a provider of games, systems and services for casino, lottery, social gaming, online gaming and sports betting. Mr. Sheehan served as the chief executive officer and president of Scientific Games from August 2016 until June 2018. From February 2015 through August 2016, Mr. Sheehan taught full time as the John J. Phelan, Jr. Distinguished Visiting Professor of Business at Adelphi University. Mr. Sheehan currently serves as a director and a member of the audit committee, and commencing in April 2021, the chairman of Dave & Buster’s (Nasdaq: PLAY), a director and member of the audit committee of Navistar, Inc., (NYSE: NAV), and a director and a member of the audit committee of Hertz Global Holdings, Inc. (NYSE: HRI) and its wholly-owned subsidiary The Hertz Corporation. Mr. Sheehan previously served as a director of Bob Evans Farms (Nasdaq: BOBE) from April 2014 to May 2017.

Mr. Sheehan has significant experience in a senior management capacity for large corporations. Specifically, his experience as the chief executive officer and chief financial officer of several large corporations provides him with important experience and skills, as well as an understanding of the complexities of our current economic environment. Mr. Sheehan also brings significant financial expertise to our Board and is a Certified Public Accountant.
 
 
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Name, Position, Age
Description
Vinayak R. Hegde
Director
Age: 51
Director since February 2021



Mr. Hegde has served as president and chief operating officer at Blink Health LLC, a digital health company that uses its technology platform to make prescriptions affordable and conveniently accessible for patients, since July 2020. From September 2018 to July 2020, Mr. Hegde served as the vice president of global growth and performance marketing and traffic and chief marketing officer Airbnb Homes, at Airbnb, which operates an online marketplace and hospitality service for leasing or renting short-term lodging. From October 2014 to September 2018, Mr. Hegde served as the senior vice president and global chief marketing officer at Groupon, Inc., a company that operates online local commerce marketplaces that connect merchants to consumers by offering discounted goods and services in Europe, North America and Africa. Mr. Hegde has served as a director of LifeVantage Corporation (Nasdaq: LFVN) since February 2017.

Mr. Hegde has significant digital and operational experience in leadership positions at multiple large corporations. His experience as chief operating officer and chief marketing officer at innovative and fast-growing companies is considered extremely valuable to assist the Board in our digital transformation efforts.
 
 
Theodore P. Janulis
Director
Age: 62
Director since January 2014


Mr. Janulis founded and has served as a principal of Investable Oceans, an investment platform focused on sustainable ocean investing, since September 2019. From January 2014 until June 2016, Mr. Janulis served as the Chief Executive Officer of CRT Greenwich LLC, a financial services company. Prior to that, Mr. Janulis served as Chief Executive Officer of Aurora Bank FSB, a federal savings bank, from September 2008 to January 2013. Before Aurora, Mr. Janulis spent 23 years at Lehman Brothers in various senior management roles including Global Head of Mortgage Capital, Global Head of the Investment Management Division, which included Neuberger Berman, and Global Co-Head of Fixed Income. Mr. Janulis also served on the firm’s Executive Committee.

Mr. Janulis’ knowledge, skill, expertise and experience, including his extensive senior management experience, his service as chief executive officer of two companies and his significant financial background, as evidenced by his professional and educational history, provides us with valuable experience at the board level.
 
 
John Jeffry Louis III
Director
Age: 58
Director since November 2019


Mr. Louis has served as a director since November 2019. He served as a director and as Chairman of the Board of Legacy Gannett from June 2015 to November 2019. Mr. Louis previously served as a director of TEGNA, Inc., Legacy Gannett’s former parent, from October 2006 until June 2015. Mr. Louis is the co-founder of Parson Capital Corporation, a Chicago-based private equity and venture capital firm, and served as its chairman from 1992 to 2007. He currently serves as a director of The Olayan Group and S.C. Johnson and Son, Inc.

Mr. Louis has financial expertise, with substantial experience in founding, building and selling companies and in investing in early stage companies from his years of experience in the venture capital industry as a leader of Parson Capital and as an entrepreneur who has founded a number of companies and provides the Board with a valuable perspective.
 
 
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Name, Position, Age
Description
Maria Miller
Director
Age: 64
Director since October 2019


Ms. Miller joined our Board in October 2019. Ms. Miller has a more than 30-year career in innovative marketing and digital communications, spanning the consumer products, financial services, e-commerce, travel, hospitality and cruise industries. Most recently, she served as Chief Marketing Officer for Bahamas Paradise Cruise Line from June 2017 to January 2019 2019. Ms. Miller also held various senior marketing roles at several companies, including Norwegian Cruise Line (NYSE: NCLH), Dave & Buster’s, Inc. (Nasdaq: PLAY), Elance, Inc. (now Upwork) (Nasdaq: UPWK), Avis Rent A Car, Inc. (Nasdaq: CAR), American Express (NYSE: AXP), the General Foods Corporation and The Shulton Group. Ms. Miller serves on the board of directors of Playa Hotels & Resorts N.V.

Ms. Miller’s extensive marketing experience as well as her strong digital communications background are skills our Board highly values. In addition, Ms. Miller has extensive executive leadership experience.
 
 
Debra Sandler
Director
Age: 61
Director since November 2019


Ms. Sandler serves as president and chief executive officer of La Grenade Group, LLC, a privately held consulting firm that she founded in 2015 and advises a wide range of clients on marketing innovation and overall business development. Ms. Sandler served as a director of Legacy Gannett from June 2015 to November 2019. Ms. Sandler served as chief health and wellbeing officer of Mars, Inc., a manufacturer of confectionary, food, and pet food products, from July 2014 through June 2015, having served as president, Chocolate, North America from April 2012 to July 2014, and chief consumer officer, Mars Chocolate, North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent ten years with Johnson & Johnson in a variety of leadership roles and, before that, 13 years with PepsiCo. She serves as a director of Keurig Dr Pepper Inc. (Nasdaq: KDP), Dollar General Corporation (NYSE: DG), Archer-Daniels-Midland (NYSE: ADM), a trustee of Hofstra University, and is a member of the Executive Leadership Council. Ms. Sandler is a regular speaker on topics such as diversity and inclusion, multicultural business development and health and wellbeing in the consumer packaged goods industry. Ms. Sandler has served a member of the Board of Executive Managers of Pharmavite, LLC since 2017.

Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson and PepsiCo.
 
 
Laurence Tarica
Director
Age: 71
Director since January 2014


Mr. Tarica has served as a member of our Board since January 2014. He was president and chief operating officer of Jimlar Corporation (“Jimlar”), a member of the Li and Fung Group and a designer, distributor, and supplier of footwear, from March 1991 until his retirement in December 2014. Mr. Tarica serves on the board of directors of D’Addario and Company, a manufacturer of musical instrument accessories. Mr. Tarica also serves on the Advisory Board of the New York Mets.

Mr. Tarica’s knowledge, skill, expertise and experience, specifically his experiences in a variety of business divisions, including sales and marketing, his development of Jimlar’s digital services and social media strategy and his over 20 years of operational and leadership experience as the president and chief operating officer of Jimlar, are attributes our Board considers highly valuable.
 
 
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Name, Position, Age
Description
Barbara Wall
Director
Age: 66
Director since November 2019


Ms. Wall has served on our Board since November 2019. She served as the chief legal officer of Legacy Gannett from June 2015 to November 2019, and as its interim chief operating officer from March 2019 to November 2019. She previously held various other positions with TEGNA, Inc., where she worked for thirty years.

Ms. Wall brings extensive First Amendment and legal expertise in addition to a deep knowledge of Legacy Gannett and its history and operations.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
The Board believes that effective oversight of environmental, social and governance (“ESG”) matters is core to its risk oversight function and is essential to sustainability, providing value to stockholders and benefiting the communities we serve. As a leading media organization, our journalists seek to shed light on important issues and our marketing endeavors promote meaningful connections in our communities.
The Board’s oversight of ESG matters includes review of the following on at least an annual basis:
corporate social responsibility programs;
diversity initiatives and human resource policies and practices;
executive compensation programs;
annual stockholder engagement activity;
the whistleblower program and procedures for handling complaints; and
the code of business conduct and ethics, code of ethics for executive officers, and related compliance activities.
Environment and Sustainability
As the list of investigative reports in the Communities section of our corporate website (www.gannett.com/communities) illustrates, our coverage of environmental and sustainability issues is extensive. We are committed to environmental protection and sustainability within our own operations. Our management makes environmental protection, energy reduction and resource conservation integral components of our business planning and operations. Our Environmental Protection and Sustainability Policy Statement (www.gannett.com/planet) emphasizes the following to all internal stakeholders:
our obligation to comply with applicable environmental laws in our operations;
our commitment to minimize the use of energy and natural resources; and
our dedication to reducing, reusing and recycling the materials we use.
In addition, our U.K. subsidiary, Newsquest, has adopted its own Environmental Policy (www.newsquestprinting.co.uk/environmental-policy) that strives to:
integrate the consideration of environmental concerns and impacts into our major decision making and activities;
promote environmental awareness among employees and encourage them to work in an environmentally responsible manner;
protect the environment and prevent pollution through the use of processes and practices to avoid, reduce or control the creation, emission or discharge of any type of pollutant or waste to reduce our adverse environmental impacts;
comply with all relevant environmental legislation as well as any other environmental requirements which we are obliged to meet;
communicate our Environmental Policy to staff, customers, visitors and the public and encourage them to support it; and
continually improve our environmental performance by setting objectives and targets.
To fulfill our purpose, we rely on many resources, including natural resources, which we strive to use responsibly. As we continue on the integration journey from the Acquisition completed in late 2019, we expect to further align our complete footprint to consistently implement projects and initiatives relating to responsible resource use.
Energy: We are committed to minimizing our energy use. During 2020, we reduced our office and production footprint through the sale of 63 properties. We expect to sell additional properties in 2021 and as consumer behavior continues to shift from print to digital media, we expect that our environmental impact, including carbon emissions, will continue to decrease.
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Sustainable Sourcing: Along with Newsquest, we are committed to purchasing newsprint responsibly to help reduce greenhouse gas emissions. We believe we are one of the industry leaders in the use of recycled newsprint and, during 2020, 14% of our domestic newsprint purchases contained recycled content, with average recycled content of 31%. The purchase of recycled and certified newsprint is sometimes limited by local availability and price. Our ability to purchase recycled content newsprint may be further limited in the future as the U.S. paper industry continues to move away from manufacturing recycled-content paper. Certification systems used by our newsprint producers include Forest Stewardship Council (FSC), Sustainable Forest Initiative (SFI), Programme for Endorsement of Forest Certification (PEFC) and comparable organizations. We report the tons of newsprint used companywide in our Annual Report.
Water: We have significantly reduced our water usage in our operations by switching to dry methods of photo processing and plate processing, where possible. We have also either discontinued onsite truck washing to prevent contaminated runoff or required that the runoff be collected and disposed of properly.
Waste: Whenever possible, we look to minimize waste in our operations by reducing and recycling it. This includes use of aluminum plates, which can be recycled, in our printing processes, sending batteries and light ballasts and other wastes to recycling facilities, recycling newsprint, cardboard and other paper waste, as well as the waste ink and cleaning solvents.
Social Responsibility
Our mission is to empower communities to thrive. We live our mission and values through our culture where our diverse voices, backgrounds and experiences are fundamental to our success. Our values include:
Obsess over customers – Be devoted to customers and commit to building relationships and experiences that deliver value.
Cultivate community – Create places people belong by facilitating vital connections that engage people in the places we live, work and play.
Embrace diversity – All voices are meant to be heard. We seek opportunities for mutual learning and understanding, and believe embracing diverse opinions, backgrounds and perspectives enables us to meet our fullest potential.
Make an impact – Produce impactful work that is personal, intentional, essential and drives real change in the organization and industry, for people we serve and the world.
Progress with curiosity and purpose – Relentlessly pursue new ways to evolve how we deliver on our commitments.
Act with integrity – No matter who is watching, act with integrity, honesty, and the highest moral standards.
We support a diverse, inclusive and equitable workplace offering opportunity for growth. We believe the foundation of our business is the people and employees who make our day-to-day operations possible. A major focus in 2020 was our integration of Legacy Gannett onto a common infrastructure platform to manage all aspects of the employee experience including record keeping, communication and learning platforms, Employee Resource Group (“ERG”) programs, benefits offerings and employment support services. This investment allowed for enhanced offerings in wellness, mental health benefits, safety and security guidance. These enhancements allowed us to deliver a social safety net to our employees as they navigated the COVID-19 pandemic, social unrest, and the U.S. political climate.
At the start of the COVID-19 pandemic, we quickly prioritized the safety of our employees, while preserving our ability to produce vital news, by asking our employees to work remotely where possible and implementing new safety procedures for our manufacturing and distribution teams. By late March 2020, we had transitioned 95% of our non-production and delivery employees to work remotely. For our production and delivery employees, we implemented social distancing measures and hygiene best practices in line with guidelines from the Centers for Disease Control and Prevention and the World Health Organization for all our facilities. These adjustments have allowed us to maintain our news delivery without any major disruptions to our communities. We continue to monitor the situation with respect to the pandemic and the health and safety of our employees continues to be of the utmost importance to us.
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Enabling a positive employee experience, within a values-based, inclusive work culture, is a top priority at Gannett. Aligned to our purpose, we provide engaging work and foster a culture that supports our employees’ ability to reach their goals and grow through learning and development. We cultivate a safe, diverse, inclusive, and equitable culture with broad promotion of ERGs. Two-way communication strategies include intersectional ERG events, monthly Town Hall meetings with our Chief Executive Officer and senior leadership, and our Together newsletter, which shares strategies on topics such as remote working, staying connected, and vaccination information and resources.
We are committed to building a workforce that reflects our communities and providing equal opportunities for each employee to thrive. We regularly track our progress and expect to share our workforce demographics publicly in the future. In addition, we are in the process of expanding our demographic data to help us better understand and serve our workforce, by providing employees the opportunity to voluntarily self-identify certain demographic information. We are confident that our efforts will help us reach our goal in being a workforce at parity with the diversity of our nation by 2025.
We listen through bi-annual Your Voice Engagement surveys, multiple Pulse surveys targeting current concerns, and Lifecycle surveys to understand the Gannett employee experience. The performance review process includes goal setting as well as regular manager feedback and coaching to assist with the career growth of our employees, and the use of development plans for individual career growth. Due to the 2020 pandemic, we postponed the formal portion of this process. In 2021, our full process is expected to resume with an annual review and quarterly check-ins. Our learning programs have been designed to successfully orient employees, build leadership capabilities and meet individual development needs. Through our centralized Learning Experience Platform, we deliver and manage both internally developed and customized programs such as our leadership development program, as well as partner programs. To further enhance our employees’ experience, we offer a volunteer time benefit and community giving campaigns and have added two additional holidays beginning in 2021: Martin Luther King Jr. Day and Juneteenth.
Determination of Director Independence
A majority of the directors serving on the Board must be independent. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board determines director independence based on our independence standards and the independence standards under the NYSE listing rules. The Board may determine, in its discretion, that a director is not independent notwithstanding qualification under the NYSE listing rules.
The Board has determined that each of Mmes. Miller and Sandler and Messrs. Hegde, Janulis, Louis, Sheehan and Tarica are, and Mr. Gupta was during the period of his service during 2020, independent for purposes of NYSE Rule 303A and each of Mmes. Miller and Sandler and Messrs. Hegde, Janulis, Louis, Sheehan and Tarica has, and Mr. Gupta had during the period of his service in 2020, no material relationship with the Company. In making such determination, the Board took into consideration the relationships that each director has with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.
Statement on Corporate Governance
We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board consists of a majority of independent directors (in accordance with the listing standards of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee are each composed entirely of independent directors.
We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics which delineate our standards for our officers and directors, and employees. Our Code of Business Conduct and Ethics, Code of Ethics for Executive Officers, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of our Board are available on our website, www.gannett.com. We have not incorporated by reference into this proxy statement the information included, or that can be accessed through, our website and you should not consider it to be part of this proxy statement.
The Company has also adopted a Code of Ethics for Executive Officers which is available on our website and which sets forth specific policies to guide the Company’s senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. We intend to disclose any amendment to, or
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waiver from, a provision of the Code of Ethics for Executive Officers or the Code of Business Conduct and Ethics under applicable NYSE and SEC requirements by posting such information on our website at www.gannett.com.
Board Structure and Leadership
We do not currently divide the roles of Chairman of the Board and Chief Executive Officer consistent with the flexibility afforded by our Corporate Governance Guidelines. In addition to the Chairman of the Board, we have a Lead Director, who is an independent director.
Our current Chief Executive Officer has a deep understanding of our operations, strategy and people, as well as our industry, serving in senior executive capacities in the newspaper and publishing industries for more than 20 years. The Board believes that these experiences and other insights put the Chief Executive Officer in the best position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to stockholders. Further, the Board has demonstrated its commitment and ability to provide independent oversight of management.
At the same time, the Board believes that strong, independent Board leadership is a critical aspect of effective corporate governance. Accordingly, to provide independent leadership, the Board established the position of Lead Director in 2019. The Lead Director is an independent director and is elected annually by the Board. The responsibilities of the Lead Director include, but are not limited to, calling meetings of the non-management directors, if desired, and being available when appropriate for consultation and direct communication if requested by stockholders.
The Board’s Role in Risk Oversight
Our risk management is generally overseen by our Chairman and Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for us. Material risks are identified and prioritized by management, and they are periodically discussed with the Board or appropriate committee. In March 2020, the Board formed a COVID-19 Committee to oversee our crisis response to the pandemic. The Board regularly reviews information regarding our credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day business operations.
Board and Committee Meetings
During the year ended December 31, 2020, our Board held 12 meetings (in addition to actions taken by written consent). In 2020, the Board had four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Transformation Committee. In addition, in March 2020, our Board formed the COVID-19 Committee to oversee our crisis response to the COVID-19 pandemic. All members of the Board are also members of the COVID-19 Committee.
During 2020, the Audit Committee met six times, the Nominating and Corporate Governance Committee met four times, the Compensation Committee met two times, the Transformation Committee met three times, and the COVID-19 Committee met 17 times. During 2020, each director attended at least 75% of the meetings of the Board and the committees on which they served. Although director attendance at our annual meeting of stockholders each year is encouraged, we do not have an attendance policy. All of our then serving directors attended our 2020 annual meeting of stockholders.
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The members of each of our standing committees are set forth in the table below:
 
Audit
Committee
Compensation
Committee
Nominating & Corporate
Governance Committee
Transformation
Committee
Mayur Gupta(1)
 
 
Vinayak R. Hegde(2)
 
 
Theodore P. Janulis
✔(C)
 
John Jeffry Louis III
 
 
Maria M. Miller
 
 
Debra A. Sandler
 
 
✔(C)
Kevin M. Sheehan
✔(C)
 
 
Laurence Tarica
 
 
✔(C)
Barbara W. Wall
 
 
 

denotes member
(C)
denotes Chair
(1)
In September 2020, Mr. Gupta resigned from the Board upon starting his new position as our Chief Marketing and Strategy Officer.
(2)
Mr. Hegde was appointed to the Board in February 2021.
Audit Committee
The Audit Committee is responsible for providing assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting with the Board’s oversight of (a) the integrity of our financial statements; (b) our compliance with legal and regulatory requirements; (c) our independent registered public accounting firm’s qualifications and independence; and (d) the performance of our independent registered public accounting firm and our internal audit function. The Audit Committee is also responsible for appointing our independent registered public accounting firm and approving the terms of the registered public accounting firm’s services.
The Board has determined that each of the members of our Audit Committee is independent in accordance with the rules of the NYSE and the SEC’s audit committee independence standards. In addition, the Board has determined that Mr. Sheehan’s simultaneous service on the audit committees of more than three public companies does not impair his ability to effectively serve on our Audit Committee. The Board has also determined that Mr. Sheehan qualifies as an “Audit Committee Financial Expert” as defined by the rules of the SEC.
Compensation Committee
The Compensation Committee is responsible for administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan of ours, and making recommendations to the Board regarding director compensation. The Compensation Committee also evaluates annually the performance of executive officers and approves their compensation.
The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an “outside director” as defined under Section 162(m) of the Internal Revenue Code, and an independent director under the NYSE listing standards.
Compensation Committee Interlocks and Insider Participation
There were no Compensation Committee “interlocks” during 2020, which generally means that none of our executive officers served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or member of our Compensation Committee. In addition, there was no insider participation on the Compensation Committee in 2020.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for: (a) recommending to the Board individuals qualified to serve as our directors and on committees of the Board; (b) advising the Board with respect
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to board composition, procedures and committees; (c) advising the Board with respect to the corporate governance principles applicable to us; and (d) overseeing the evaluation of the Board. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with the rules of the NYSE.
The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director include such person’s familiarity with the Company, possession of such knowledge, experience, skills, expertise and diversity with respect to characteristics, such as gender, race, ethnicity and sexual orientation, as would enhance the Board’s ability to manage and direct our affairs and business, including, when applicable, the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing standard. In addition to considering a director-candidate’s background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates.
Our Board believes that diversity can strengthen board performance. In addition, we believe that our current practices support board diversity. Specifically, our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and other diverse candidates. Accordingly, the Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, diverse candidates with respect to characteristics such as gender, race, ethnicity and sexual orientation in the pool of potential candidates from which Board nominees are chosen. The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of the Board’s composition as part of the Board’s annual self-assessment process.
The Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. The evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates recommended by stockholders, the Nominating and Corporate Governance Committee may take into consideration the needs of the Board, the qualifications of the candidate, the number of shares held by the recommending stockholder and the length of time that such shares have been held.
Our Bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the Board. Among these procedures, our Bylaws require that the nominating stockholder include the following information regarding the proposed nominee:
All information relating to such person that is required to be disclosed in solicitation of proxies for election of directors in an election contest or as otherwise required by Regulation 14A under the Exchange Act;
The nominee’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected;
A statement of whether such nominee, if elected, intends to tender any advance resignation notice(s) requested by the Board in connection with subsequent elections; and
A description of all arrangements or understandings between the nominating stockholder or any beneficial owner on whose behalf such nomination is made, or their affiliates, and each nominee or any other person in connection with the making of such nomination.
For further detail regarding the procedures a nominating stockholder must follow, see below under “Advance Notice for Stockholder Nominations and Proposals for the 2022 Annual Meeting.”
Transformation Committee
The purpose of the Transformation Committee is to assist the Board in achieving our digital transformation. The Transformation Committee is responsible for advising the Board on our strategy to adopt and grow dynamically in the face of the digital age through the monitoring of our digital and innovation performance and oversight of risks associated with our digital transformation. The Board has determined that each member of the Transformation Committee, other than Ms. Wall, is an independent director in accordance with the NYSE listing rules.
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Executive Sessions of Non-Management Directors
Executive sessions of the non-management directors occur regularly during the course of the year without management present. “Non-management directors” include all directors who are not our officers or employees. The non-management director presiding at those sessions will rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.
Stockholder Communications with Directors
We provide the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board to provide comments, to report concerns or to ask questions, at the following address:
Gannett Co., Inc.
Attention: Corporate Secretary
175 Sully’s Trail
Pittsford, New York 14534
Stockholders can contact the non-management directors individually, as a committee or as a group at the address above or at the following email address: investors@gannett.com.
All communications received as set forth above will be opened by our corporate secretary and forwarded as appropriate.
Prohibitions Against Hedging and Pledging
Our insider trading policy prohibits our directors, officers and other employees from engaging in hedging and pledging transactions with respect to our securities, including collars, equity swaps, exchange funds, prepaid variable forward sale contracts, and any other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.
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REPORT OF THE AUDIT COMMITTEE
Management has the primary responsibility for the integrity of the Company’s financial information and the financial reporting process, including the system of internal control over financial reporting. Our independent registered public accounting firm, Ernst & Young LLP, is responsible for conducting independent audits of the Company’s financial statements and expressing an opinion on the financial statements based upon those audits. The Audit Committee is responsible for overseeing the conduct of these activities.
The Audit Committee has:
reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2020 with management and Ernst & Young LLP;
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and
received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding its communications with the Audit Committee concerning Ernst & Young LLP’s independence; and has discussed with Ernst & Young LLP its independence.
Based upon these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.
The Audit Committee

Kevin M. Sheehan, Chair
Vinayak R. Hegde, Member
Theodore P. Janulis, Member
Maria M. Miller, Member
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COMPENSATION DISCUSSION AND ANALYSIS
Executive Team and “Named Executive Officers”
For purposes of this Compensation Discussion and Analysis, our named executive officers, or “NEOs,” are as follows:
NEO
Title
Douglas E. Horne
Chief Financial Officer and Chief Accounting Officer (1)
Alison K. Engel
Former Chief Financial Officer and Chief Accounting Officer (2)
Paul J. Bascobert
Former Chief Executive Officer, Gannett Media Corp. (our wholly owned subsidiary) (3)
(1)
Mr. Horne was appointed Chief Financial Officer and Chief Accounting Officer effective as of April 7, 2020.
(2)
Ms. Engel ceased employment effective as of April 3, 2020.
(3)
Mr. Bascobert ceased employment effective as of June 18, 2020.
Mr. Horne, age 50, has served as our Chief Financial Officer and Chief Accounting Officer since April 7, 2020. Previously, he served as Global Controller for The We Company from May 2019 until November 2019. Mr. Horne formerly served as Senior Vice President and Deputy Controller of Warner Media LLC, formerly Time Warner Inc., from September 2011 to December 2014, then as its Senior Vice President, Controller and Principal Accounting Officer from January 2015 to April 2019. Prior to that, he spent 11 years with AOL Inc. (“AOL”), including as Vice President of Finance, Deputy Chief Financial Officer and Chief Accounting Officer. Before joining AOL, Mr. Horne worked with Ernst & Young LLP in its Technology, Communications and Entertainment assurance practice, where he gained extensive international experience, working with clients in Asia and Europe.
Ms. Engel, age 50, served as our Chief Financial Officer and Chief Accounting Officer from November 2019 through April 3, 2020. Previously, she had been Senior Vice President, Chief Financial Officer and Treasurer of Legacy Gannett from June 2015 to November 2019. Prior to that, Ms. Engel was Chief Financial Officer and Treasurer of A. H. Belo Corporation and served that company following its spin-off in 2008 from Belo Corp. Ms. Engel joined Belo Corp. in 2003, where she held various senior positions before serving as its Vice President and Corporate Controller from 2006 to 2008.
Mr. Bascobert, age 57, served as the Chief Executive Officer of our wholly owned subsidiary Gannett Media Corp. from November 2019 to June 2020. He served as President and Chief Executive Officer of Legacy Gannett from August 2019 to November 2019. Prior to that, Mr. Bascobert served as the President of XO Group Inc. from September 2016 until its sale in December 2018. Prior to XO Group Inc., Mr. Bascobert led sales, service and marketing for the Local Businesses segment at Yodle, Inc. from 2014 until 2016. Before that, he spent four years at Bloomberg LP as President of Bloomberg Businessweek from 2010 until 2014, in addition to serving as Chief Operating Officer of Bloomberg LP’s Media Group from 2011 to 2014 and Chief Revenue Officer from 2013 until 2014.
Manager Employees
During 2020, Michael Reed, our Chief Executive Officer, was an employee of our Former Manager and did not receive any compensation from us. Mr. Reed devoted a substantial portion of his time to us in 2020 but did not exclusively provide services to us. Our Former Manager did not disclose to us the compensation paid to Mr. Reed. On December 31, 2020 we terminated the Amended Management Agreement with our Former Manager.
On December 21, 2020, we entered into an offer letter agreement with Mr. Reed pursuant to which, effective as of January 1, 2021, Mr. Reed became our employee and serves as our Chief Executive Officer. Pursuant to Mr. Reed’s offer letter agreement, Mr. Reed receives an annual base salary of $900,000 and has an annual cash bonus target equal to 110% of his base salary. Mr. Reed received an initial grant of performance-based restricted stock units (the “Initial RSU Grant”) intended to serve as both a transition award and an annual equity award in respect of the 2021 calendar year, as described in more detail below, and he is eligible to receive annual equity grants in 2022 and future years as we determine. Mr. Reed is also eligible to participate in our severance plans applicable to executives generally, as in effect from time to time.
The Initial RSU Grant provides that Mr. Reed will be eligible to earn between 500,000 and 2,000,000 shares of our common stock based on the achievement of stock price goals relating to our common stock during a three-year
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performance period that began on January 1, 2021 and ends on December 31, 2023. The Initial RSU Grant provides that if the highest twenty consecutive trading day average price of a share of our common stock during the performance period is $4.00 per share, then Mr. Reed will be eligible to earn 500,000 shares, and if the highest twenty consecutive trading day average price of a share of our common stock during the performance period is at least $10.00 per share, then Mr. Reed will be eligible to earn the full 2,000,000 shares, with linear interpolation applied for the achievement of stock prices between $4.00 and $10.00. If Mr. Reed remains employed by us through December 31, 2022 (the “First Vesting Date”), then he will vest in the number of shares that became eligible to vest based on the achievement of the applicable stock price hurdles as of the First Vesting Date, but not more than 1,000,000 shares. If Mr. Reed remains employed by us through December 31, 2023 (the “Final Vesting Date”), then he will vest in the number of shares that became eligible to vest based on the achievement of the applicable stock price hurdles as of the Final Vesting Date, less any shares that vested on the First Vesting Date.
If Mr. Reed’s employment is terminated prior to the Final Vesting Date by us without cause or as a result of Mr. Reed’s death or disability, then the Initial RSU Grant will vest in a pro-rata portion of the shares that became eligible to vest based on the achievement of the applicable stock price hurdles as of the date of termination, although such amount will not be pro-rated if Mr. Reed’s employment is terminated by us without cause following a change in control of the Company.
“Sunset” of Compensation Arrangements With our Former Manager
Certain of our officers were employees of, and compensated by, our Former Manager, and our Former Manager did not disclose to our Board the compensation paid to them. This structure limited the authority of our Compensation Committee to make compensation decisions and provide compensation disclosure for our Chief Executive Officer and, prior to the 2020 compensation year, for our Chief Financial Officer as well. However, as a result of amendments to the Amended Management Agreement that became effective in November 2019 (as described in more detail in the section “Related Persons Transactions — Termination of the Management Agreement”), the authority of our Compensation Committee was expanded to include the compensation of our Chief Financial Officer beginning with the 2020 compensation year. In addition, effective December 31, 2020 we terminated the Amended Management Agreement. As a result of such termination, the Compensation Committee’s authority has been further expanded to include the ability to make compensation decisions for our Chief Executive Officer beginning with the 2021 compensation year. Our Compensation Committee, and our Board as a whole, are pleased that the termination of the Amended Management Agreement will enable the Compensation Committee to pursue corporate governance initiatives with respect to compensation matters and permit more transparency on compensation arrangements with our executive officers going forward.
Fiscal 2020 Business Highlights
Fiscal year 2020 revenues of $3.406 billion rose 82.3% as compared to the prior year reflecting the acquisition of Legacy Gannett.
Digital advertising and marketing services revenues reached $808.4 million in 2020, or 23.7% of total revenues.
Net loss attributable to Gannett of $670.5 million in 2020 and Adjusted EBITDA(1) totaled $413.9 million and represented a 12.2% margin.
Overview of the 2020 Compensation Program
This section primarily describes the compensation program in effect during 2020 for each of the NEOs for the period during which they served. On November 19, 2019, we completed the Acquisition of Legacy Gannett and changed our name to Gannett Co., Inc. For the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.
(1)
Adjusted EBITDA is a non-GAAP performance measure we believe offers a useful view of the overall operations of our business. We define Adjusted EBITDA as Net loss attributable to Gannett before: (1) Income tax expense (benefit), (2) Interest expense, (3) Gains or losses on early extinguishment of debt, (4) Non-operating pension income (expense), (5) Unrealized (gain) loss on Convertible notes derivative, (6) Other Non-operating items, primarily equity income, (7) Depreciation and amortization, (8) Integration and reorganization costs, (9) Asset impairments, (10) Goodwill and intangible impairments, (11) Gains or losses on the sale or disposal of assets, (12) Share-based compensation expense, (13) Acquisition costs, (14) Gains or losses on the sale of investments, and (15) certain other non-recurring charges. The most directly comparable GAAP measure is Net loss attributable to Gannett. Refer to Appendix A of this proxy statement for our reconciliation of Adjusted EBITDA to net loss attributable to Gannett.
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Objectives of the 2020 Compensation Program
Historically, we have maintained a fairly simple executive compensation program since our Former Manager was primarily responsible for managing our affairs prior to termination of the Amended Management Agreement on December 31, 2020. The primary objective of our executive compensation program has been to attract and retain executives with the requisite skills and experience to help us achieve our business mission and develop, expand and execute business opportunities to improve long-term stockholder value.
Elements of the 2020 Executive Compensation Program
We sought to achieve the objectives for our executive compensation program through the following compensation elements.
Compensation Element
Key Characteristics
Link to Objectives
Base Salary
Fixed; reviewed annually
To provide a competitive rate of pay
 
 
 
Annual Incentive
Variable; discretionary based on Company and individual performance
To ensure that a portion of compensation is at risk and linked to Company and individual performance
 
 
 
Long-Term Incentives
Variable; discretionary
To reinforce the named executive officer’s long-term commitment to the Company’s success and further alignment with stockholders
 
 
 
Benefits and Perquisites
Fixed; substantially the same as the benefits offered to other employees of the Company, including vacation, sick time, participation in medical, dental and insurance programs
To provide competitive levels of benefits that promote health, wellness and financial security
 
 
 
Post-Termination Pay
Post-termination pay in specified circumstances, including a change in control
To provide competitive levels of benefits upon a qualifying termination of employment
Compensation Setting Process
Role of the Compensation Committee
Our Compensation Committee is primarily responsible for overseeing and annually approving compensation of our NEOs. Under its charter, our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. In 2020, neither the Company nor our Compensation Committee used the services of a compensation consultant in determining NEO compensation.
As noted above, for the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.
Role of Management
Our Chief Executive Officer makes recommendations to the Compensation Committee and the Board regarding the amount and form of NEO compensation.
As noted above, for the six weeks of 2019 following the Acquisition, Ms. Engel and Mr. Bascobert were compensated pursuant to Legacy Gannett’s executive compensation program pursuant to undertakings made by us as part of the Acquisition to honor existing compensation arrangements.
Say on Pay and Say on Frequency
In evaluating executive compensation programs, policies and practices, the Compensation Committee noted that approximately 70% of our stockholders cast votes “for” the advisory vote on the Company’s executive compensation
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program at the 2020 annual meeting of stockholders (the “say-on-pay proposal”). After considering the results of the vote, we have continued to enhance our compensation program as described in detail in this proxy statement.
Our stockholders have an opportunity to cast an advisory vote regarding their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers. This “say-on-frequency” proposal is required every six years. In 2015, we also held an advisory vote on the frequency of our say on pay vote, which resulted in approximately 90.6% of votes recommending an annual frequency for the say on pay vote. After considering that recommendation, the Board determined that the say on pay vote will be held annually until the next required vote on the frequency of the say on pay vote which is being considered by our stockholders at the Annual Meeting. See Proposal 4 in this proxy statement for additional information regarding the say on frequency proposal.
Decisions Regarding Compensation for 2020
Agreements with our Named Executive Officers
During 2020, we were party to compensatory agreements with each of our named executive officers. These agreements, and the treatment of the agreements with Ms. Engel and Mr. Bascobert upon the cessation of their services to us, are described below and in further detail throughout this Compensation Discussion and Analysis.
Mr. Horne — We entered into an offer letter agreement, dated as of March 25, 2020, with Mr. Horne pursuant to which he serves as our Chief Financial Officer and Chief Accounting Officer. Mr. Horne’s offer letter agreement provides that Mr. Horne will receive an annual base salary of $600,000 and is eligible to participate in an annual cash incentive bonus plan. As further described below, Mr. Horne’s offer letter agreement contains customary severance and change in control provisions, as well as standard non-solicitation restrictions.
Ms. Engel — We entered into a transition services agreement, dated as of January 6, 2020, with Ms. Engel, pursuant to which Ms. Engel continued to serve as our Chief Financial Officer through April 3, 2020. Ms. Engel’s transition agreement provided that Ms. Engel would receive her regular base salary as of January 6, 2020 through April 3, 2020 and she was eligible for an annual cash incentive bonus for 2019 at the target level of performance.
Mr. BascobertLegacy Gannett entered into an offer letter agreement, dated as of August 4, 2019, with Mr. Bascobert, pursuant to which Mr. Bascobert served as the Chief Executive Officer of Legacy Gannett, which became a wholly-owned subsidiary of ours after the Acquisition, through June 18, 2020. Pursuant to Mr. Bascobert’s offer letter agreement, Mr. Bascobert was entitled to a base salary of $725,000 and was eligible to receive a target annual cash performance bonus and long-term equity awards.
Base Salary
On an annual basis, the Compensation Committee reviews and consider changes to each NEO’s base salary in light of factors such as the nature and responsibility of the position, individual and Company performance and comparative market data. The base salaries of Ms. Engel and Mr. Bascobert for 2019 were determined prior to the closing of the Acquisition by the board of directors of Legacy Gannett.
Name
2020 Base Salary
2019 Base Salary
Douglas E. Horne
$600,000
N/A
Alison K. Engel
$600,000
$600,000
Paul J. Bascobert
$725,000
$725,000
Annual and Other Bonuses
Mr. Horne became eligible to participate in an annual cash incentive bonus plan beginning in fiscal year 2020. Mr. Horne’s annual target bonus level for fiscal year 2020 was 100% of his base salary, prorated for 2020 to reflect the period following his date of hire. For fiscal year 2020 only, we agreed to guarantee that Mr. Horne received a prorated annual bonus. In light of Mr. Horne’s performance during 2020 and in consideration of the extraordinary circumstances he faced, we paid him a bonus for 2020 equal to his full target bonus without proration.
Ms. Engel was entitled to a guaranteed pro-rated cash bonus for fiscal year 2020 pursuant to the CIC Severance Plan equal to the average bonus earned with respect to the three fiscal years immediately prior to the fiscal year of her date of termination. Accordingly, the guaranteed pro-rated cash bonus earned by Ms. Engel in 2020 was $121,147. Ms. Engel was also entitled to a cash retention payment of $510,000, and an additional cash retention bonus of $500,000 pursuant to her transition agreement.
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Mr. Bascobert was entitled to a guaranteed pro-rated cash bonus for fiscal year 2020 pursuant to the CIC Severance Plan equal to the average bonus earned with respect to the three fiscal years immediately prior to the fiscal year of his date of termination. Accordingly, the guaranteed pro-rated cash bonus earned by Mr. Bascobert in 2020 was $336,749. Mr. Bascobert also received a $136,635 discretionary cash bonus in 2020 related to the previous impact of COVID-19 salary reductions.
Long-Term Incentive
We maintain the Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”), and, following the Acquisition, the Legacy Gannett 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”), under which the Compensation Committee may grant long-term incentives, in the form of cash or equity, in its discretion. In December 2020, the Board authorized the freeze of the 2015 Plan, and amended the 2020 Plan to make available for grant the shares that remained available for issuance under the 2015 Plan. Under NYSE listing rules, the shares that remained available for issuance under the 2015 Plan are now issuable under the 2020 Plan (i) for the period not to extend beyond the period when they would have been available under the 2015 Plan, and (ii) to individuals other than those who were employed, immediately before the Acquisition, by us or our subsidiaries in existence immediately before the Acquisition.
Mr. Horne was awarded long-term incentive compensation with respect to fiscal year 2020. The Compensation Committee approved an initial long-term incentive compensation award of 83,333 shares of restricted stock in April 2020, and an additional award equal to 100% of Mr. Horne’s base salary with respect to fiscal year 2020 pursuant to the terms of Mr. Horne’s offer letter agreement. The restricted stock vest in equal installments on each of the first three anniversaries of the grant date.
Ms. Engel was not awarded long-term incentive compensation with respect to 2020, given the announcement, on January 6, 2020, of her termination of employment effective as of the end of the first quarter of 2020.
Mr. Bascobert was awarded long-term incentive compensation with respect to fiscal year 2020. In April 2020, the Compensation Committee approved a long-term incentive compensation award of 230,736 shares of restricted stock and 282,010 performance stock units. A pro-rata portion of unvested restricted stock held by Mr. Bascobert became fully vested upon his termination from the Company in June 2020.
Executive Retention Arrangements
In January 2019, Legacy Gannett entered into a retention agreement with Ms. Engel providing that if Ms. Engel remained continuously employed in good standing with Legacy Gannett through April 1, 2020, then Ms. Engel would be entitled to receive a retention payment equal to $510,000 (the “Retention Payment”). Upon the Acquisition, the Company assumed the obligations of Legacy Gannett under the retention agreement. Ms. Engel remained actively employed in good standing with us through April 1, 2020 and therefore received her Retention Payment.
In addition, in January 2020, we entered into a secondary retention agreement with Ms. Engel in connection with Ms. Engel’s pending departure to ensure the continuity of our financial operations through her transition on April 3, 2020. The secondary retention agreement provided that if Ms. Engel remained continuously employed and performed her duties through April 3, 2020, we would pay Ms. Engel a cash retention bonus of $500,000 (the “Transition Date Retention Bonus”). Ms. Engel remained continuously employed through April 3, 2020 and therefore received her Transition Date Retention Bonus.
Benefits and Perquisites
During 2020, we generally maintained two sets of benefit programs, one for Legacy Gannett and one for our own legacy company. Effective January 2021, the benefits, including the 401(k) plans, were combined with one go forward benefit offering that applied to most employees. During 2020, the NEOs received benefits and perquisites that were substantially the same as those offered to other employees of Legacy Gannett and our own legacy company and their subsidiaries, as applicable, including vacation, sick time, participation in medical, dental and insurance programs, all in accordance with the terms of such plans and programs in effect from time to time.
In 2020, we sponsored two 401(k) plans for eligible employees, the Gannett Co., Inc. Retirement Savings Plan (the “Gannett RSP”) and the Gannett Co, Inc. 401(k) Savings Plan (the “Gannett 401(k) Plan”). The NEOs all participated in the Gannett 401(k) Plan. The Gannett RSP was merged into the Gannett 401(k) Plan after the close of business on December 31, 2020.
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The Gannett 401(k) Plan permitted eligible participants to make pre-tax and Roth contributions and provided for a safe harbor matching contribution of 100% of the first 4% and 50% of the next 2% of eligible pay. For purposes of the Gannett 401(k) Plan and subject to the Internal Revenue Code limits on the amount of compensation that can be taken into account, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans. Company contributions under the Gannett 401(k) Plan made in 2020 are fully vested. Effective August 16, 2020 both the Gannett 401(k) Plan and the Gannett RSP were amended to cease ongoing matching contributions for eligible employees, including NEOs, with the exception of certain collectively bargained benefits. Ms. Engel, Mr. Horne and Mr. Bascobert each participated in the Gannett 401(k) Plan in 2020.
Post-Termination Pay
Deferred Compensation Plan
Gannett Media Corp. sponsors the Gannett Co., Inc. 2015 Deferred Compensation Plan (the “DCP”). As a result of the Acquisition in November 2019, the DCP was frozen to new participants. Each eligible executive who participates in the DCP may elect to defer all or a portion of his or her compensation so long as the minimum deferral is $5,000 for each form of compensation (base salary and bonus) for the year of deferral. The amounts deferred by each executive are vested and will be deemed invested in the fund or funds designated by such executive from the investment options specified under the plan. Mr. Horne and Mr. Bascobert were not eligible to participate in the DCP. Ms. Engle elected not to defer any of her compensation to the DCP in 2020.
During 2020, the DCP provided Company contributions on behalf of certain employees whose benefits under the Gannett 401(k) Plan were capped by Internal Revenue Code rules that limit the amount of compensation that can be taken into account when calculating benefits under a qualified plan. Generally, Company contributions to the DCP were calculated by applying the same formula that applied to an employee’s matching contributions under the Gannett 401(k) Plan to the employee’s compensation in excess of the Internal Revenue Code compensation limit. Participants were not required to make elective contributions to the DCP to receive an employer contribution under the DCP. Company contributions under the DCP made for 2020 are fully vested. Ms. Engel received a Company contribution under the DCP in 2020.
Change in Control Severance Plan
Legacy Gannett maintained the 2015 Change in Control Severance Plan, as amended (the “CIC Severance Plan”). In connection with the Acquisition, we agreed to assume and perform the CIC Severance Plan. Mr. Horne is, and Ms. Engel and Mr. Bascobert were, participants in the CIC Severance Plan. The CIC Severance Plan provides severance pay to participants in the event the executive is involuntarily terminated without “cause,” or terminates for “good reason” within two years after a qualifying “change in control” event of Legacy Gannett (or who were terminated in anticipation of a “change in control” of Legacy Gannett). The Acquisition constituted a change in control under the CIC Severance Plan.
Below is a summary of several key terms of the CIC Severance Plan:
“Cause” means: (1) the participant’s material misappropriation of the Company’s funds or property; (2) the participant’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied in a reasonable period of time following notice from the Company; (3) conviction of the participant of a securities law violation or a felony involving moral turpitude; or (4) a finding by a court of competent jurisdiction in a civil action or by the SEC that the participant has violated any Federal or state securities law.
“Good Reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) the material diminution of the participant’s duties, authorities or responsibilities from those in effect immediately prior to the change in control; (2) a material reduction in the participant’s base salary or target bonus opportunity as in effect on the date immediately prior to the change in control; (3) the relocation of the participant’s office from the location at which the participant is principally employed immediately prior to the date of the change in control to a location 35 or more miles farther from the participant’s residence immediately prior to the change in control; (4) the failure by the Company to pay any material compensation or benefits due to the participant; (5) the failure of Legacy Gannett to obtain a satisfactory agreement from any successor (i.e., the Company) to assume and agree to perform the CIC Severance Plan; or (6) any purported termination of the participant’s employment that is not effected pursuant to a notice of termination satisfying the requirements of the CIC Severance Plan.
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If triggered upon a qualifying termination of employment, benefits under the CIC Severance Plan include:
Payments. Upon a participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of: (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date. Additionally, participants are paid a lump sum cash severance payment equal to a “multiplier” that is designated for the participant times the sum of: (1) the participant’s annual base salary at the highest rate of salary during the 12-month period immediately prior to the termination date 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); and (2) the higher of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs.
COBRA benefit payment. A participant will receive an amount equal to the monthly COBRA cost of the participant’s medical and dental coverage in effect as of the date of termination multiplied by the lesser of (A) 18 or (B) 24 minus the number of full months between the date of the change in control and the date of termination.
Prorated bonus. A prorated annual bonus for the portion of the fiscal year elapsed prior to the date of termination in an amount equal to the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the date of termination occurs, prorated for the portion of the fiscal year elapsed prior to the date of termination.
Benefits are subject to the participant executing a release and agreeing to certain restrictive covenants.
Mr. Horne participates in the CIC Severance Plan, and his multiplier (as described above) is two. Ms. Engel and Mr. Bascobert participated in the CIC Severance Plan, and each had a multiplier of two.
Risk and Compensation Policies
In considering the risks to us and our business that may be implied by our compensation plans and programs, our Compensation Committee considers the design, operation and mix of the plans and programs at all levels of the Company. Our compensation program is designed to mitigate the potential to reward excessive risk-taking that may produce short-term results that appear in isolation to be favorable, but that may undermine the successful execution of our long-term business strategy and erode stockholder value.
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2020 Summary Compensation Table
Name (Position)
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Douglas E. Horne
(CFO &
CAO)
2020
​424,615 (1)
600,000 (2)
​601,333 (3)
​—
218,595 (4)
​1,844,543
Alison K. Engel
(Former CFO
& CAO)
2020
173,077 (5)
​1,131,147 (6)
​—
2,268,468 (7)
3,572,692
2019
71,538 (8)
480,000 (9)
​—
3,462 (10)
555,000
Paul J. Bascobert
(Former CEO, Gannett Media Corp.)
2020
225,380 (11)
473,384 (12)
​461,471 (13)
​—
2,956,930 (14)
4,117,165
2019
86,442 (15)
725,000 (16)
811,442
(1)
Mr. Horne’s employment began on April 7, 2020. This amount reflects the actual base salary earned in 2020.
(2)
This amount reflects the cash bonus Mr. Horne received for 2020, which was paid without proration in light of Mr. Horne’s performance during 2020 and in consideration of the extraordinary circumstances he faced.
(3)
This amount reflects Mr. Horne’s initial equity award of 83,333 shares of restricted stock on April 7, 2020. The restricted stock vested 33.3% on April 7, 2021 and will vest 33.3% on April 7, 2022 and 33.4% on April 7, 2023, subject to Mr. Horne's continued service through each vesting date. In addition, Mr. Horne was entitled to receive a long-term incentive compensation award of 100% of his base salary with respect to fiscal year 2020 pursuant to the terms of Mr. Horne’s offer letter agreement. Accordingly, this amount reflects a grant of 400,000 shares of restricted stock on June 1, 2020. The restricted stock will vest with respect to 133,333 shares on each of May 31, 2021 and May 31, 2022 and with respect to 133,334 shares on May 31, 2023, subject to Mr. Horne's continued service through each vesting date.
(4)
For 2020, this includes: (i) $145,410 relocation benefit and $62,616 tax gross up; and (ii) Company matching contributions to Mr. Horne’s Gannett 401(k) Plan in the amount of $10,569.
(5)
Ms. Engel’s employment ended on April 3, 2020. This amount reflects the actual base salary she earned in 2020 through her termination date.
(6)
This amount reflects Ms. Engel’s guaranteed pro-rated cash bonus for 2020 of $121,147, her retention bonus of $510,000 and her transition agreement retention bonus of $500,000.
(7)
This amount reflects: Ms. Engel’s severance payment pursuant to the CIC Severance Plan in the amount of $2,143,398; $10,038 for COBRA expenses; pay received for paid time off that was not used prior to her departure in the amount of $13,314; and contributions by the Company to Ms. Engel including: (i) allocation to Ms. Engel’s DCP account in the amount of $74,238; (ii) Company matching contributions to her Gannett 401(k) Plan in the amount of $14,250; (iii) financial services benefits paid for the benefit of Ms. Engel in the amount of $2,653; (iv) Gannett Foundation grants to eligible charities recommended by Ms. Engel in the amount of $10,000; (v) premiums paid for travel and accident insurance; and (vi) premiums paid for LifeLock identity protection services.
(8)
This amount reflects Ms. Engel’s actual base salary earned for the period from November 19, 2019 to December 31, 2019.
(9)
Ms. Engel was entitled to a cash bonus pursuant to the Legacy Gannett Annual Incentive Plan Change in Control terms in an amount equal to the greater of: (i) the amount that would be paid based on actual performance relative to the predefined performance goals in effect prior to the change in control related to the Acquisition ($444,298); and (ii) the participant’s target incentive opportunity ($480,000). Accordingly, the cash bonus earned by Ms. Engel in 2019 was $480,000. This amount was inadvertently reported in the non-equity incentive plan compensation column in the 2019 proxy statement.
(10)
Ms. Engel received an allocation to her DCP in the amount of $3,462 from November 19, 2019 to December 31, 2019.
(11)
Mr. Bascobert’s employment ended on June 18, 2020. This amount reflects the total actual base salary earned in 2020 through his termination date.
(12)
This amount reflects Mr. Bascobert’s pro-rated cash bonus for 2020 of $336,749 and his discretionary cash bonus of $136,635 related to the impact of COVID-19 pandemic related salary reductions.
(13)
This amount reflects Mr. Bascobert’s annual equity award of 512,746 shares of common stock on April 17, 2020. 15,080 shares vested upon Mr. Bascobert’s termination from the Company in June 2020.
(14)
This amount reflects: Mr. Bascobert’s severance payment pursuant to the CIC Severance Plan in the amount of $2,900,000; $32,107 for COBRA expenses; and contributions by the Company to Mr. Bascobert including: (i) Company matching contributions to his Gannett 401(k) Plan in the amount of $14,250; (ii) Gannett Foundation grants to eligible charities recommended by Mr. Bascobert in the amount of $10,000; (iii) premiums paid for travel and accident insurance; and (iv) premiums paid for LifeLock identity protection.
(15)
This amount reflects Mr. Bascobert’s actual base salary earned for the period from November 19, 2019 to December 31, 2019.
(16)
Mr. Bascobert was entitled to a cash bonus equal to 100% of his base salary pursuant to the terms of Mr. Bascobert’s offer letter agreement, prior to the Acquisition. Accordingly, the cash bonus earned by Mr. Bascobert in 2019 was $725,000.
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Grants of Plan-Based Awards in 2020
The following table shows the plan-based awards granted during fiscal year 2020 to each of our named executive officers:
Name
Grant Date
All Other Stock Awards: Number of
Shares of Stock or Units
(#)
Grant Date Fair Value of Stock and
Option Awards
($)
Douglas E. Horne
4/7/2020
83,333 (1)
53,333
 
6/1/2020
400,000 (1)
548,000
Paul J. Bascobert
4/17/2020
512,746 (2)
461,471
(1)
The restricted stock granted on April 6, 2020 vested 33.3% on Aril 7, 2021 and will vest 33.3% on April 7, 2022 and 33.4% on April 7, 2023, subject to Mr. Horne's continued service through each vesting date. The restricted stock granted on June 1, 2020 will vest with respect to 133,333 shares on each of May 31, 2021 and May 31, 2022 and with respect to 133,334 shares on May 31, 2023, subject to Mr. Horne's continued service through each vesting date.
(2)
This amount represents the restricted stock and performance stock units granted on April 17, 2020 to Mr. Bascobert. A pro-rata portion of Mr. Bascobert’s award totaling 15,080 shares of common stock vested upon his termination in June 2020.
Pay Mix
Mr. Horne’s total direct compensation in respect of fiscal year 2020 consisted of 26.1% base salary, 36.9% annual incentive bonus, and 37.0% long-term incentive awards.
The compensation earned in respect to 2020 for Ms. Engel and Mr. Bascobert consisted of base salary, long-term incentive, and severance payments.
Outstanding Equity Awards at December 31, 2020
The table below sets forth the outstanding equity awards that were granted to our executive officers as of December 31, 2020.
Outstanding Equity Awards at December 31, 2020
 
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) (1)
Option
Exercise Price
($)
Option Expiration
Date (1)
Number of
Shares or
Units of Stock
That Have Not Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not Vested
($)
Michael E. Reed
120,000
14.96
12/31/2021
 
18,000
14.96
12/31/2021
 
 
 
 
 
 
 
Douglas E. Horne
483,333 (2)
1,623,999 (3)
 
 
 
 
 
 
 
Alison K. Engel (4)
 
 
 
 
 
 
 
Paul J. Bascobert (5)
(1)
Mr. Reed agreed to voluntarily forfeit the option awards held by him in connection with his employment with us on January 1, 2021.
(2)
With respect to 83,333 shares, 33.3% vested on April 7, 2021 and 33.3% will vest on April 7, 2022 and 33.4% will vest on April 7, 2023, subject to Mr. Horne's continued service through each vesting date. With respect to 400,000 shares, 133,333 shares will vest on each of May 31, 2021 and May 31, 2022 and 133,334 shares will vest on May 31, 2023, subject to Mr. Horne's continued service through each vesting date.
(3)
The market value of shares that have not vested was calculated using a stock price of $3.36, which was the closing price of our common stock on December 31, 2020, the last trading day of our fiscal year.
(4)
All unvested restricted stock held by Ms. Engel became fully vested upon her termination from the Company in April 2020.
(5)
A pro-rata portion of unvested restricted stock held by Mr. Bascobert became fully vested upon his termination from the Company in June 2020.
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Option Exercises and Stock Vested in 2020
The following table provides information about option and stock awards held by our named executive officers that vested in fiscal year 2020:
 
Option Awards
Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized on
Vesting (1)
($)
Douglas E. Horne
 
 
 
 
 
Alison K. Engel
260,186
594,457
 
 
 
 
 
Paul J. Bascobert
608,269
1,155,711
(1)
The value realized on vesting is equal to the closing price of a share on the date of vesting multiplied by the number of shares vested.
Pension Benefits
None of our named executive officers were participants in a tax-qualified defined benefit plans or supplemental executive retirement plans during the fiscal year ended December 31, 2020.
2020 Non-Qualified Deferred Compensation
Neither Mr. Horne nor Mr. Bascobert was a participant in, and neither made contributions to or withdrawals from, any nonqualified deferred compensation plans maintained by us during the fiscal year ended December 31, 2020.
In connection with the Acquisition, we assumed a non-qualified deferred compensation plan established by Legacy Gannett, in which Ms. Engel participated, as summarized in the table below.
Name
Executive
Contributions in
Fiscal 2020
($)
Registrant
Contributions
in Fiscal 2020
($)
Aggregate
Earnings /
Losses in Fiscal
2020
($)
Aggregate
Withdrawals/
Distributions
in Fiscal 2020
($)
Aggregate
Balance at
December 31,
2020
($)
Alison K. Engel
74,238
773.00
170,722
74,238
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Potential Payments Upon Resignation, Termination or Change in Control
The following table estimates the amount of compensation payable to Mr. Horne in the event of termination of employment, assuming that such termination were effective as of December 31, 2020.
Potential Payments upon Termination or Change of Control (1)
 
Change in
Control –
Involuntary or
Good Reason
($)
Involuntary
without
Cause
($)
Voluntary
Termination
($) (2)
Death
($)
Disability
($)
Douglas E. Horne
 
 
 
 
 
Annual Cash Bonus
1,200,000
600,000
Severance Pay
1,200,000
600,000
Restricted Stock Awards
1,623,999 (3)
1,623,999 (3)
Executive Insurance and Related Benefits (4)
37,965 (5)
37,965 (5)
798,434 (6)
Total
2,437,965
1,237,965
1,623,999
2,412,433
 
 
 
 
 
 
Alison K. Engel (7)
 
 
 
 
 
Annual Cash Bonus
Severance Pay
2,264,545 (8)
Cash Settled Performance Units
595,681 (9)
Restricted Stock Units
296,811 (10)
Cash Retention Awards
1,010,000 (11)
Executive Insurance and Related Benefits (4)
10,038 (12)
Total
4,177,075
 
 
 
 
 
 
Paul J. Bascobert (13)
 
 
 
 
 
Annual Cash Bonus
Severance Pay
3,236,749 (14)
Cash Settled Performance Units
Restricted Stock Awards
12,893 (15)
Performance Share Units
15,759 (15)
 
 
 
 
Restricted Stock Units
1,127,059 (15)
 
 
 
 
Cash Retention Awards
Executive Insurance and Related Benefits (4)
32,107(16)
Total
4,424,567
(1)
This table assumes specified termination events as of December 31, 2020.
(2)
Data in this column represents a voluntary termination without Good Reason.
(3)
The value of restricted stock units is determined by the number of unvested Restricted Stock Units as of December 31, 2020 multiplied by $3.36, the closing price of a share of our common stock as of December 31, 2020.
(4)
Amounts shown in this row do not include insurance and related benefits that are available generally to all salaried Company employees under plans and arrangements that by their terms do not discriminate in favor of executive officers.
(5)
The CIC Severance Plan includes a lump sum payment in the amount of $37,965 which is equal to the monthly COBRA cost of the executive’s medical and dental coverage multiplied by the lesser of (1) 18; or (2) 24 minus the number of full months between the date of the change in control.
(6)
For the first six months of disability, disability benefits are paid at either 100% or 60% of the executive’s pre-disability compensation. After six months, disability benefits are paid at 60% or 50% of the executive’s pre-disability compensation, depending on whether the executive elects to pay for additional coverage. Disability benefits are subject to certain conditions, limitations and offsets, and generally continue for the duration of the disability, but not beyond age 65 dependent on the age of disability. For those who become disabled near or after age 65, benefits may continue for a specified duration based on the age when disability begins beyond age 65 under the terms of the plan. The amounts set forth above represent the present value of the disability benefit applying the following assumptions: (i) the NEO incurred a qualifying disability on December 31, 2020, and the NEO remains eligible to receive disability benefits for the maximum period provided under the plan; (ii) the disability benefits are reduced by certain offsets provided for under the plan; and (iii) IRS-prescribed mortality and interest rate assumptions are used to calculate the present value of such benefits. In addition, Mr. Horne would receive up to $10,000 from the Gannett Foundation for grants to eligible charities during the first year that he was on disability.
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(7)
Ms. Engel departed from the Company in April 2020. Amounts reported for Ms. Engel reflect what she became entitled to receive as a result of her departure. In addition to the amounts shown, as a result of the Acquisition, Ms. Engel also received accelerated payment of her DCP benefits shown in the 2020 Non-Qualified Deferred Compensation table above.
(8)
This amount reflects the severance payment under the Legacy Gannett Co., Inc. 2015 Change in Control Severance Plan, as amended: a lump sum cash payment in the amount of $2,264,545 representing the sum of two times Ms. Engel’s highest annual base salary during the 12-month period immediately prior to the Date of Termination, the sum of two times the average annual bonus earned with respect to three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs ($2,143,398) and a prorated bonus based on the average annual bonus earned with respect to three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs ($121,147).
(9)
Ms. Engel departed from the Company on April 2, 2002. This amount reflects Ms. Engel’s accelerated vesting of cash settled performance units in the amount of $595,681.
(10)
Ms. Engel terminated from the Company on April 3, 2020. This amount reflects Ms. Engel’s accelerated vesting of 213,533 Restricted Stock Units.
(11)
This amount represents Ms. Engel’s Retention Payment in the amount of $510,000 paid on April 1, 2020 and her Transition Date Retention Bonus of $500,000 paid on April 3, 2020.
(12)
The CIC Severance Plan includes a lump sum payment in the amount of $10,038 which is equal to the monthly COBRA cost of the executive’s medical and dental coverage multiplied by the lesser of (1) 18; or (2) 24 minus the number of full months between the date of the change in control.
(13)
Mr. Bascobert departed from the Company in June 2020. Amounts reported for Mr. Bascobert reflect what he became entitled to receive as a result of his departure.
(14)
This amount reflects the following severance payments under the Legacy Gannett Co., Inc. 2015 Change in Control Severance Plan, as amended: a lump sum cash severance payment in the amount of $3,236,749 representing the sum of two times Mr. Bascobert’s highest annual base salary during the 12-month period immediately prior to the Date of Termination, the sum of two times the average annual bonus earned with respect to three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs ($2,900,000) and a prorated bonus based on the average annual bonus earned with respect to three fiscal years immediately prior to the fiscal year in which the Date of Termination occurs ($336,749).
(15)
Mr. Bascobert departed from the Company on June 18, 2020. Per the terms of Mr. Bascobert’s Initial Equity Award set forth in his Offer Letter dated August 4, 2019, upon the effective date of his termination, 593,189 shares of unvested restricted stock units fully vested. In addition, the accelerated vesting of 15,080 shares of Company stock which represents the pro-rata portion of Mr. Bascobert’s 2020 Annual Equity Award. The amount in the table represents the unvested stock awards as of June 18, 2020 multiplied by the Company’s stock price at close on June 18, 2020, $1.90.
(16)
The CIC Severance Plan includes a lump sum payment in the amount of $32,107 which is equal to the monthly COBRA cost of the executive’s medical and dental coverage multiplied by the lesser of (1) 18; or (2) 24 minus the number of full months between the date of the change in controls.
Compensation of Directors
For fiscal year 2020, each independent director received an annual fee equal to $150,000 (or a pro-rated portion of such fee for directors who served for part of the year). In addition, the chairs of each of the Audit, Nominating and Corporate Governance, Compensation, and Transformation Committees of the Board received an annual fee of $20,000. For fiscal year 2020, the Lead Director received an annual fee equal to $40,000. For fiscal year 2020, fees to independent directors were paid in cash, except with respect to Mr. Louis, who elected to receive his director fees in shares of our stock in 2020. Directors who are employed by us do not receive compensation for their service as members of the Board. Members of the Board, other than Mr. Reed, are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board.
On April 9, 2020, as one of the measures identified to reduce expenses in 2020 and preserve liquidity in response to the COVID-19 pandemic, the Board reduced the portion of the annual director fees that would otherwise be earned by each independent director in respect of the second quarter of the 2020 fiscal year by 25% as well as reduced the fees payable to directors for their service as committee chairs by 25%. Director fees resumed to prior levels in the third quarter of the 2020 fiscal year.
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2020 Director Compensation Table
Name
Fees Earned
or Paid in Cash
($) (1)
Stock Awards
($)
Total
($)
Michael E. Reed (2)
Kevin M. Sheehan (3)
150,000
125,000
275,000
Mayur Gupta (4)
62,638
125,000
187,639
Theodore P. Janulis
112,500
125,000
237,500
John Jeffry Louis III
218,750
218,750
Maria Miller
93,750
125,000
218,750
Debra Sandler
112,500
125,000
237,500
Laurence Tarica
112,500
125,000
237,500
Barbara Wall (5)
93,750
125,000
218,750
(1)
Amounts in this column reflect the portion of the annual fee paid to each of Messrs. Janulis, Sheehan, Tarica, and Ms. Sandler in cash, the additional $10,000 fee paid in cash to each of Messrs. Janulis, Sheehan, Tarica, and Ms. Sandler as Chairs of the Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee, and Transformation, respectively, and the pro-rated fees paid in cash to Mr. Gupta who served as a director until September 2020 when he joined the Company as our Chief Marketing and Strategy Officer.
(2)
Mr. Reed is not an independent director and receives no compensation for services as a director.
(3)
Mr. Sheehan receives an additional $40,000 fee paid in cash as Lead Director.
(4)
Mr. Gupta served as a director until September 2020 when he joined the Company as our Chief Marketing and Strategy Officer.
(5)
Ms. Wall was an active employee of Gannett Media Corp. until her termination of employment on January 3, 2020. For a description of Ms. Wall’s employee compensation for this period and other employee compensation related to her employment with Legacy Gannett prior the Acquisition, please refer to the section entitled “Related Persons Transactions—Employment-Related Compensation.”
Equity Compensation Plan Information
The following table summarizes certain information about securities authorized for issuance under our equity compensation plans as of December 31, 2020:
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)
Equity compensation plans approved by security holders:
 
 
 
Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan
6,913,261  (1)
17.93
12,364,974  (2)
Equity compensation plans not approved by security holders:
 
 
 
Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (3)
 (4)
6,219,406  (3)
Gannett Co., Inc. 2015 Deferred Compensation Plan (5)
(6)
36,979
Total
6,913,261
17.93
18,621,359
(1)
Includes 6,068,075 shares subject to outstanding options and 845,186 shares subject to outstanding warrants.
(2)
The maximum number of shares reserved and available for issuance under the Gannett Co. Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) is 15,000,000, as increased during the term of the 2020 Plan on the first day of each fiscal year beginning in and after calendar year 2021 by a number of shares of stock equal to 10% of the number of shares of stock newly issued by the Company during the immediately preceding fiscal year.
(3)
The Gannett Co. Inc. 2015 Omnibus Incentive Compensation Plan (the “Legacy 2015 Plan”) was established by Legacy Gannett and was assumed by the Company in connection with the Acquisition. The Legacy 2015 Plan has not been approved by the Company’s stockholders. The Legacy 2015 Plan was established for the purpose of granting equity-based and cash-based awards to Legacy Gannett employees and directors. The Legacy 2015 Plan permits the granting of non-qualified stock options, incentive stock options, stock appreciation rights,
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restricted stock, stock awards, restricted stock units, performance shares, performance share units, and cash-based awards to Legacy Gannett service providers. On December 21, 2020, our Board authorized the freeze of the Legacy 2015 Plan such that no new awards will be granted pursuant to the Legacy 2015 Plan after such date. The Board also approved Amendment No. 1 effective as of December 23, 2020 to the 2020 Plan to make available for grant under the 2020 Plan the shares of our common stock that remained available for issuance under the Legacy 2015 Plan as of such date, the use of which is subject to the limitations of Rule 303A.08 of the NYSE Listed Company Manual.
(4)
Does not include 668,079 shares subject to restricted share units that were converted from restricted share units of Legacy Gannett into restricted share units of the Company and 310,221 shares subject to restricted share units that were converted from performance share units of Legacy Gannett into restricted share units of the Company, in each case, at the effective time of the Acquisition in accordance with the terms of the merger agreement by and between the Company and Legacy Gannett.
(5)
The DCP is a non-qualified plan maintained by Gannett Media Corp., which was assumed by the Company in connection with the Acquisition. The DCP provides benefits to Legacy Gannett directors and key executives. The DCP has not been approved by the Company’s stockholders. The amounts elected to be deferred by each participant are credited to such participant’s account in the DCP, and the Company credits these accounts with earnings as if the amounts deferred were invested in the Company’s stock or other selected investment funds as directed by the participant. There were no deferrals made for the 2020 plan year. Amounts that are not treated as if invested in the Company’s stock are distributed in cash, and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. However, deferrals by Legacy Gannett directors of restricted stock unit (“RSU”) grants are required to be distributed in stock under the terms of the DCP. Shares attributable to the RSU grants were distributed to the applicable directors in 2020. The number in column (a) represents the number of shares credited to participants’ accounts in the DCP. The table above does not include any shares that may in the future be credited to participants’ accounts in the DCP as a result of salary deferrals or transfers of other funds held in the plan. Participants in the DCP are general unsecured creditors of the Company with respect to their benefits under the plan.
(6)
Does not include 405,165 shares subject to phantom share units that were converted from phantom share units of Legacy Gannett into phantom share units of the Company at the effective time of the Acquisition in accordance with the terms of the merger agreement by and between the Company and Legacy Gannett.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the 2020 Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management.
Based on this review and their discussions, the Compensation Committee has recommended to the Board that the 2020 Compensation Discussion and Analysis be included in this proxy statement for the 2021 Annual Meeting to be filed with the SEC.
The Compensation Committee

Theodore P Janulis, ChairJohn Jeffry Louis III, MemberKevin M. Sheehan, Member
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Based solely on our review of the copies of such reports furnished to us, we believe that all such reports were timely filed with respect to the year ended December 31, 2020 in compliance with the Section 16(a) filing requirements, except for Messrs. Reed, Gupta, Louis and Sheehan, who each filed one late Form 4, each reporting one transaction.
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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information with respect to the beneficial ownership of our common stock as of April 15, 2021 by (i) each person known by us to be a beneficial owner of more than five percent of our outstanding common stock, (ii) each of our directors and our named executive officers, and (iii) all directors and executive officers as a group. We had outstanding an aggregate of [   ] shares of common stock as of April 15, 2021. Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities.
Name and Address of Beneficial Owner (1)
Amount and Nature
of Beneficial
Ownership (2)
Percent of
Class (2)
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
19,919,499 (3)
14.3%
 
 
 
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
7,302,674 (4)
5.3%
 
 
 
Michael E. Reed
1,021,911 (5)
*
Kevin M. Sheehan
145,625 (6)
*
Vinayak R. Hegde
*
Theodore P. Janulis
69,366
*
John Jeffry Louis III
339,856 (7)
*
Maria Miller
82,257
*
Debra Sandler
81,061
*
Laurence Tarica
500,499
*
Barbara Wall
250,847 (8)
*
Douglas E. Horne
483,333
*
Paul J. Bascobert (9)
39,513
*
Alison K. Engel (10)
266,974
*
All directors, nominees and executive officers as a group (12 persons)
3,281,242
2.4%
*
Denotes less than 1%.
(1)
The address of all of the officers and directors listed in the table is 7950 Jones Branch Drive, McLean, VA 22107-0150.
(2)
Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within sixty days, including, but not limited to, the right to acquire shares by the exercise of options or warrants. Shares that may be acquired within sixty days by the exercise of options or warrants are referred to in the footnotes to this table as “presently exercisable.” Percentages shown are based on the number of outstanding shares of common stock as of the record date, except where the person has the right to receive shares within sixty days of April 15, 2021 (as indicated in the other footnotes to this table), which increases the number of shares owned by such person and the number of shares outstanding.
(3)
Based on information set forth in Amendment No. 1 to Schedule 13G filed with the SEC on February 5, 2021 by BlackRock, Inc. with respect to 19,919,499 shares of common stock. BlackRock, Inc. reports sole voting power with respect to 19,777,519 shares and sole dispositive power with respect to 19,919,499 shares as the parent holding company or control person of BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Investment Management, LLC. BlackRock, Inc. also reports that (i) iShares Core S&P Small-Cap ETF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of our common stock and has an interest in our common stock of more than five percent of our total outstanding common stock and (ii) BlackRock Fund Advisers beneficially owns five percent or greater of our outstanding shares of common stock.
(4)
Based on information set forth in Amendment No. 2 to Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group, Inc. with respect to 7,302,674 shares of common stock. The Vanguard Group, Inc. reports shared voting power with respect to 88,410 shares, sole dispositive power with respect to 7,167,247 shares and shared dispositive power with respect to 135,427 shares as the parent holding company or control person of Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, and Vanguard Investments UK, Limited.
(5)
Includes 9,550 shares of common stock issuable upon exercise of presently exercisable ten-year warrants to purchase common stock at an exercise price of $46.35 per share.
(6)
Includes 1,259 shares of common stock issuable upon exercise of presently exercisable ten-year warrants to purchase common stock at an exercise price of $46.35 per share.
(7)
Includes (i) 9,873 shares of common stock held by the John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis,
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(ii) 3,478 shares of common stock held by John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill, (iii) 7,604 shares of common stock held by the John J. Louis, Jr. Trust under the Will of John J. Louis fbo Kimberly C. Louis Stewart, and (iv) 13,471 shares of common stock held by the Martial Trust U/A John J. Louis, Jr. Trust.
(8)
Includes 1,887 shares of common stock held in Ms. Wall’s 401(k) plan as of March 22, 2021. Ms. Wall also has 1,234 shares of phantom stock credited to her account under the Company’s 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals.
(9)
Mr. Bascobert ceased employment with the Company effective June 18, 2020 and is included on this table as a result of his status as one of our named executive officers.
(10)
Ms. Engel ceased employment with the Company effective April 3, 2020 and is included on this table as a result of her status as one of our named executive officers.
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RELATED PERSONS TRANSACTIONS
Review of Transactions with Related Persons
SEC rules define “transactions with related persons” to include any transaction in which we are a participant, the amount involved exceeds $120,000, and in which any “related person,” including any officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities at the time of the transaction, or an immediate family member of any of the foregoing, has a direct or indirect material interest. We adopted a written policy that outlines procedures for approving transactions with related persons, and the independent directors review and approve or ratify such transactions pursuant to the procedures outlined in this policy. In determining whether to approve or ratify a transaction with a related person, the independent directors will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to us; and the availability of other sources for comparable assets, products or services. The policy includes standing pre-approvals for specified categories of transactions, including investments in securities offerings, and certain commercial dealings with Gannett Ventures, LLC provided that (a) the terms and conditions represent the result of arms-length negotiation and are no more favorable to the related party than the terms available to similarly situated third parties and (b) the annual value is reasonably anticipated to be less than $1.5 million.
Transactions with Fortress
Our Chief Executive Officer was an employee of the Former Manager and his compensation was paid by the Former Manager throughout fiscal 2020.
In the ordinary course of our business, we have, from time to time, engaged in transactions with companies that are either affiliates of or have a relationship with SoftBank Group Corp. (“SoftBank”) and its affiliates. SoftBank is the parent company of Fortress.
Termination of the Management Agreement
Until January 1, 2021, we were managed by the Former Manager, an affiliate of Fortress, pursuant to the Amended Management Agreement. On December 21, 2020, we entered into a Termination Agreement (the “Termination Agreement”) with the Former Manager to provide for the termination of the Amended Management Agreement. Under the Termination Agreement, the Amended Management Agreement terminated effective as of 11:59 p.m., Eastern Time, on December 31, 2020 (the “Effective Date”), except that certain indemnification and other obligations survived. In connection with the termination of the Amended Management Agreement, we made a one-time cash payment of $30,375,000 to the Former Manager (the “Termination Payment”). In addition, on the Effective Date, all transfer restrictions contained in the Amended Management Agreement on shares of common stock owned by the Former Manager, or acquired by the Former Manager upon the exercise of stock options to acquire common stock, lapsed.
In connection with entering into the Amended Management Agreement and the consummation of the Acquisition, we issued to the Former Manager 4,205,607 shares of common stock and granted to the Former Manager options to acquire 3,163,264 shares of common stock. The options have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of the common stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment) and also upon a change in control and certain other extraordinary events.
Upon termination of the Amended Management Agreement, the Former Manager ceased providing external management services to us, and the Former Manager no longer employs the person serving in the role of our Chief Executive Officer.
Management Fee
We paid our Former Manager an annual management fee equal to 1.50% per annum of our Total Equity (as defined in the Amended Management Agreement) calculated and payable monthly in arrears in cash. Total Equity is generally the equity transferred by Newcastle Investment Corp. on the date on which our shares began trading in the “regular way” market on the NYSE, plus total net proceeds from any equity capital raised (including, without limitation, through stock offerings and capital effectively raised through acquisitions in which all or a portion of the consideration consists of stock issued by the Company), plus certain capital contributions to subsidiaries, plus the equity value of certain assets contributed to the Company, less capital dividends and capital distributions.
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Incentive Compensation
Our Former Manager was eligible to receive on a quarterly basis annual incentive compensation in an amount equal to the product of 17.5% of the dollar amount by which (a) the Adjusted Net Income of the Company exceeds (b) (i) the weighted daily average Total Equity (plus cash capital raising costs), multiplied by (ii) a simple interest rate of 10% per annum.
As defined in the Amended Management Agreement, “Adjusted Net Income” means net income (computed in accordance with U.S. GAAP) plus depreciation and amortization, and after adjustments for (a) unconsolidated partnerships, joint ventures and permanent cash tax savings and (b) other non-routine items. “Other non-routine items” means (a) (i) write-offs of unamortized deferred financing fees, or additional costs, make-whole payments, penalties or premiums incurred as the result of early repayment of debt, (ii) changes in the fair value of contingent consideration and financial instruments, (iii) preferred stock redemption charges, (iv) gains or losses related to litigation, claims, and other contingencies, (v) losses on early extinguishment of debt, (vi) charges or income related to changes in income tax valuation allowances, tax litigation or settlements, (vii) impairments or reversals of impairments, and (viii) integration expenses related to acquisitions, and (b) other adjustments approved by the independent directors upon reasonable request by the Former Manager from time to time. Adjusted net income was computed on an unconsolidated basis. The computation of adjusted net income may have been adjusted at the direction of the independent directors upon reasonable request by the Former Manager based on changes in, or certain applications, of GAAP.
Reimbursement of Expenses
Because our Former Manager’s employees performed certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, our Former Manager was paid or reimbursed for the cost of performing such tasks, provided that the Former Manager consulted with us and reasonably determined in good faith that such services could not be provided by our existing internal resources and provided further that such costs and reimbursements were no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis.
We, as opposed to our Former Manager, paid all of our operating expenses, except those specifically required to be borne by our Former Manager under the Amended Management Agreement. Our Former Manager was responsible for all costs incident to the performance of its duties, including compensation of the Former Manager’s employees, rent for facilities and other “overhead” expenses. The expenses required to be paid by us included, but were not limited to, issuance and transaction costs incident to the acquisition, disposition, operation and financing of our investments, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, the costs of printing and mailing proxies and reports to our stockholders, costs incurred by employees of our Former Manager for travel on our behalf, costs associated with any computer software or hardware that was used solely for us, costs to obtain liability insurance to indemnify our directors and officers and the compensation and expenses of our distribution agent.
During the fiscal year ended December 31, 2020, the amounts earned by our Former Manager were $16.3 million of management fees, $2.6 million of incentive fees, $2.6 million of expense reimbursement and $30.4 million in connection with the termination of the Amended Management Agreement. Pursuant to the Termination Agreement, the Amended Management Agreement was terminated at the end of 2020, and payments to the Former Management for management fees and incentive compensation ceased and expense reimbursements will be limited to expenses incurred in connection with the transition to self-management, if any.
Employment Related Compensation
In addition to the director compensation that Ms. Wall received with respect to her service on the Board, in August 2020, Ms. Wall received $765,061 for the additional accrual under the terms of the Legacy Gannett Supplemental Retirement Plan for the period between November 19, 2019 and January 3, 2020. In addition, Ms. Wall participated in certain other employee compensation programs of Legacy Gannett through the date of the termination of her employment on January 3, 2020. Pursuant to such compensation programs of Legacy Gannett, Ms. Wall received the following amounts: (i) a payment of $1,469,787 on January 2, 2020 with respect to her pre-Acquisition non-grandfathered notional account balance under the terms of the DCP. In July 2020, (ii) a severance payment of
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$4,335,585 made pursuant to the CIC Severance Plan in connection with the termination of her employment on January 3, 2020 comprised of an amount equal to (x) her annual base salary of $539,100, plus (y) her annual base salary during interim COO period prior to the Acquisition of $540,000, plus (z) her 3-year average annual incentive plan payment of $366,095, multiplied by a severance multiplier of 3, including an 18-month lump sum health benefits continuation payment of $20,063 and a pro-rated 2020 annual bonus plan payment based on the preceding 3-year average of $3,001; (iii) a payment of $1,862,017 for the additional benefit under the terms of the Legacy Gannett Supplemental Retirement Plan provided under CIC Severance Plan; (iv) a cash retention bonus payment of $275,000; (v) accelerated vesting and delivery of 139,110 unvested restricted stock units; and (vi) a payment of $388,110 in respect of unvested cash-settled performance units. In April 2021, Ms. Wall received a payment of $798,095 which represents the majority of her remaining grandfathered and non-grandfathered notional account balances under the DCP.
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PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Matters Relating to the Independent Registered Accounting Firm
Ernst & Young LLP, independent registered public accountants, served as our independent registered public accounting firm for the fiscal year ended December 31, 2020, having served in such role since 2007. The Audit Committee of the Board has appointed Ernst & Young LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2021, and has further directed that the selection of the independent registered public accounting firm be submitted for ratification by the stockholders at the Annual Meeting. Abstentions will have the same effect on this proposal as an “Against” vote. There will be no broker non-votes on this proposal.
Representatives of Ernst & Young LLP will participate in the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.
The Board recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021.
The following table sets forth the fees, which include out-of-pocket expenses, for services provided by Ernst & Young LLP during the fiscal years ended December 31, 2020 and December 30, 2019, respectively.
 
2020
2019
Audit Fees
$6,782,298
$6,796,733  (1)
Audit-Related Fees
207,200
526,200
Tax Fees
699,256
118,700
All Other Fees
Total
$7,688,754
$7,441,633
(1)
Finalized and adjusted from previous estimates.
The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services.
Audit Fees. These are fees for professional services rendered by Ernst & Young LLP for the audit of the Company’s annual financial statements, including the audit of internal control over financial reporting, the reviews of our quarterly reports on Form 10-Q, services related to other SEC filing matters, services related to debt refinancing and acquisition activity, and statutory audits required internationally.
Audit-Related Fees. These services consist of the audits of the Company’s employee benefit plans, services related to due diligence assistance with acquisitions, and accounting research tool access.
Tax Fees. Tax fees include professional services rendered by Ernst & Young LLP with respect to tax compliance (e.g., tax returns), tax advice and tax planning.
All Other Fees. All other fees would include professional services rendered by Ernst & Young LLP that are not included as audit fees, audit-related fees or tax fees. No services were rendered during 2020 or 2019 that would cause Ernst & Young LLP to bill us amounts constituting “All Other Fees.”
The Audit Committee has considered all services provided by the independent registered public accounting firm to us and concluded this involvement is compatible with maintaining the auditors’ independence.
Audit Committee Pre-Approval Policy
The Audit Committee is responsible for pre-approving all audit services and permitted non-audit services (including the fees and retention terms) to be performed for us by the independent registered public accounting firm prior to its engagement for such services. For each engagement, management provides the Audit Committee with information about the services and fees sufficiently detailed to allow the Audit Committee to make an informed judgment about the nature and scope of the services and the potential for the services to impair the independence of the auditor. After the end of the audit year, management provides the Audit Committee with a summary of the actual fees incurred for the completed audit year.
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PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)
The Board has determined that our stockholders should vote on the compensation of our named executive officers each year, consistent with the preference expressed by our stockholders. In accordance with Section 14A of the Exchange Act, the Board is providing you with the opportunity to cast an annual, non-binding advisory vote to approve executive compensation. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 2020 executive compensation program and policies for our named executive officers.
Accordingly, we present the following resolution for vote at the Annual Meeting:
“RESOLVED, that the stockholders of Gannett Co., Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and related tabular and narrative disclosure set forth in the Company’s 2021 Annual Meeting proxy statement.”
As described in the Compensation Discussion and Analysis included in this proxy statement, prior to the termination of the Amended Management Agreement at the end of 2020, our Chief Executive Officer was not an employee, and we did not compensate him directly. Commencing on January 1, 2021, all our officers, including our Chief Executive Officer, are also our employees and are compensated directly by us. We believe this will enhance and increase the transparency of our executive compensation disclosures going forward.
Our executive compensation programs are designed to attract, motivate and retain highly qualified executive officers who are able to achieve short-term and long-term corporate objectives and create stockholder value. The Compensation Committee believes our executive compensation programs reflect a strong pay-for-performance philosophy and are well aligned with our stockholders’ long-term interests.
The Compensation Committee and the Board believe our executive compensation programs are effective at incentivizing the achievement of outstanding financial performance and superior returns to stockholders. We believe that our commitment to align executive compensation with our performance and stockholder interests is exhibited by our executive compensation decisions during the last year.
You are urged to read the Compensation Discussion and Analysis section of this proxy statement, which more thoroughly discusses how our executive compensation policies and procedures implement our executive compensation philosophy.
Although the annual advisory stockholder vote on executive compensation is non-binding, the Compensation Committee has considered, and will continue to consider, the outcome of the vote each year when making executive compensation decisions for our named executive officers. The Compensation Committee, which is comprised of independent directors, values constructive dialogue with our stockholders on executive compensation and other important governance topics and encourages all stockholders to vote their shares on this matter. Both the Board and the Compensation Committee expect to take into account the outcome of this year’s vote when considering future executive compensation decisions. Abstentions will have the same effect as a vote against this proposal and broker non-votes will have no effect on the outcome of this proposal.
The Board recommends that you vote FOR adoption of the resolution approving the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section and related tabular and narrative disclosure set forth in this proxy statement.
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PROPOSAL NO. 4 ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION (“SAY ON FREQUENCY”)
Pursuant to Section 14A of the Exchange Act, the Board provides stockholders with the opportunity to cast an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers as reflected in Proposal 3 above. This Proposal 4, commonly known as a “say on frequency” proposal, gives you the opportunity to indicate whether you prefer that we conduct future advisory votes to approve the compensation of our named executive officers every year, every two years or every three years.
The Board has determined that our stockholders should vote on the compensation of our named executive officers each year. In reaching this recommendation, the Board considered that holding an annual advisory vote to approve executive compensation allows our stockholders to provide direct input on our compensation practices and policies as disclosed in our proxy statement each year. An annual advisory vote also provides our Compensation Committee with the opportunity to consider stockholder feedback when evaluating its compensation decisions and facilitates our efforts to communicate with our stockholders.
You will be able to specify one of four choices with respect to this proposal on the proxy card: one year, two years, three years or abstain. Although this advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers is nonbinding, the Board will carefully review and consider the voting results when determining the frequency of future advisory votes to approve the compensation of our named executive officers.
The voting frequency option that receives the highest number of votes cast by stockholders will be deemed the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
The Board recommends that you vote for ONE YEAR as the preferred frequency for future advisory votes to approve the compensation of our named executive officers.
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PROPOSAL NO. 5 APPROVAL OF AMENDMENTS TO OUR BYLAWS TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS
Overview
Currently, Section 3.2 of our Bylaws provides that our directors are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. Under this “plurality voting” standard, the nominees who receive the largest number of affirmative votes are elected to the Board, up to the maximum number of directors to be elected. Under a majority voting standard in uncontested director elections, in order to be elected, a majority of the votes cast on the proposal for a nominee’s election must be in favor of the nominee’s election. At the 2019 annual meeting of stockholders, our stockholders approved a stockholder proposal requesting that the Board initiate the process to adopt a majority voting standard in uncontested director elections. After careful consideration of the 2019 stockholder vote and this issue, the Board decided to further strengthen our approach to governance and, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously approved, subject to stockholder approval, an amendment to the Bylaws to implement a majority voting standard in uncontested elections (the “Majority Voting Amendment”). At the 2020 annual meeting of stockholders, a proposal to implement the Majority Voting Amendment was not approved by the requisite stockholder vote but did receive significant support from our stockholders. Accordingly, as a matter of good governance, we are submitting a proposal to implement the Majority Voting Amendment again at this year’s Annual Meeting.
Implementing Majority Voting
In recent years, many companies have eliminated plurality voting in uncontested elections and adopted “majority voting” bylaws or standards that provide stockholders with more influence over the outcome of uncontested director elections. The Majority Voting Amendment changes the voting standard applicable to the election of directors in uncontested elections from a plurality of the votes cast to a majority of the votes cast. In contested elections, directors will continue to be elected by a plurality of the votes cast. The full text of the proposed Majority Voting Amendment is set forth in Appendix B to this proxy statement.
The Board believes that the proposed Majority Voting Amendment providing for majority voting in uncontested director elections is in the best interests of the Company and our stockholders. If this proposal is approved, majority voting in uncontested director elections would commence at the 2022 annual meeting of stockholders.
If the Majority Voting Amendment is not approved by our stockholders, such amendment will not be implemented, our plurality voting standard for uncontested elections will continue in place, and our Bylaws would remain in its current form, subject to any other approved amendments.
The Board also has approved, subject to stockholder approval of the Majority Voting Amendment, the addition of a resignation policy to our Corporate Governance Guidelines, requiring a nominee for director to submit a written offer of resignation to the Board in the event such nominee does not receive a majority of the votes cast in an uncontested election of directors. Adoption of this policy will address the continuation in office of a “holdover” director, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or her re-election must tender his or her resignation for consideration by the Nominating and Corporate Governance Committee, which will recommend to the Board whether to accept the tendered resignation. The Board will act on such recommendation within 90 days following the date of the stockholders’ meeting at which the election occurred.
Required Vote
Approval and adoption of this proposal requires the affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. Any abstentions or broker non-votes will have the same effect as votes against this proposal.
At the 2020 annual meeting, even though the Majority Voting Amendment received votes FOR representing approximately 97% of the votes cast, those votes represented only approximately 60% of the voting power of our issued and outstanding shares entitled to vote thereon. After consulting with outside experts and advisors and reviewing the results of the stockholder vote at the 2020 annual meeting, the Board decided to continue its efforts to strengthen our approach to governance and is again proposing the Majority Voting Amendment in order to enhance stockholder rights and increase the Board’s accountability. Because implementation of these provisions requires approval of holders of 80% of our common stock, EVERY VOTE MATTERS.
The Board recommends that you vote FOR the proposal to amend our Bylaws to implement majority voting in uncontested director elections.
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PROPOSAL NO. 6 APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS
Overview
Currently, our Charter and Bylaws contain provisions that require a supermajority vote by our stockholders for approval of amendments to our Bylaws and to certain provisions of our Charter, as well as to remove directors for cause and appoint directors in the event the entire Board is removed (collectively, the “Supermajority Voting Requirements”). At the 2020 annual meeting of stockholders, proposals to eliminate the Supermajority Voting Requirements were not approved by the requisite stockholder votes, but did receive significant support from our stockholders. Accordingly, as a matter of good governance, we are submitting proposals to eliminate the Supermajority Voting Requirements again at this year’s Annual Meeting.
Proposed Amendments
As part of their ongoing review of our corporate governance, the Board and the Nominating and Corporate Governance Committee have considered the advantages and disadvantages of retaining the Supermajority Voting Requirements, as well as advice from outside experts and advisors regarding matters of corporate governance. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously approved and declared advisable the amendments to the Charter and Bylaws to eliminate the Supermajority Voting Requirements and replace them with a requirement that such matters be approved by a majority of the voting power of our issued and outstanding common stock.
The Board is submitting the proposed amendments as three proposals for approval at the Annual Meeting, as described below. Stockholders will vote on Proposals 6A, 6B and 6C separately, and the approval of each proposal is not conditioned on the approval of the other proposals. The proposed amendments to the Charter would become effective upon the filing of a Certificate of Amendment with the Secretary of State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the amendments. The proposed amendments to the Bylaws would become effective upon the proposals receiving the requisite stockholder votes at this year’s Annual Meeting.
If stockholders do not approve Proposals 6A, 6B or 6C, no changes will be made and the corresponding voting requirement will remain in place.
The proposals each require the affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. At the 2020 annual meeting, even though each of the Supermajority Voting Requirements proposals received votes FOR representing approximately 97% of the votes cast, those votes represented only approximately 60% of the voting power of our issued and outstanding shares entitled to vote thereon. After consulting with outside experts and advisors and reviewing the results of the stockholder vote at the 2020 annual meeting, the Board decided to continue its efforts to strengthen our approach to governance and is again submitting proposals to remove the Supermajority Voting Requirements in order to enhance stockholder rights and increase the Board’s accountability. Because implementation of these provisions requires approval of holders of 80% of our common stock, EVERY VOTE MATTERS.
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Proposal No. 6A: Eliminating the Supermajority Voting Requirement for Amendments to Certain Provisions of our Certificate of Incorporation
Currently, Article FOURTEENTH of our Charter requires the affirmative vote of the holders of at least 80% of the voting power of our issued and outstanding shares of capital stock entitled to vote thereon to amend, alter, repeal or adopt any provisions inconsistent with the purpose and intent of any of the following provisions:
Article FIFTH (regarding the Board, including removal of directors only for cause and stockholders’ ability to appoint directors in the event the entire Board is removed);
Article EIGHTH (regarding stockholders’ ability to act by written consent);
Article TENTH (regarding amendments to the Bylaws);
Article ELEVENTH (regarding the conduct of certain affairs as they may involve the Fortress Stockholders (as defined therein)); and
Article FOURTEENTH (regarding amendments to the Charter).
This Proposal 6A requests that stockholders approve an amendment to eliminate the 80% voting standard. As a result, if Proposal 6A is adopted, pursuant to the Delaware General Corporation Law, future amendments to our Charter would require an affirmative vote of holders of a majority of the voting power of our then issued and outstanding shares of capital stock entitled to vote on the amendment. The full text of the proposed amendment is set forth in Appendix C to this proxy statement.
Proposal No. 6B: Eliminating the Supermajority Voting Requirements for Amendments to our Bylaws
To alter, amend or repeal any Bylaw provision, other than those specific provisions described below, requires the affirmative vote of the holders of at least 66 2/3% of the voting power of our then issued and outstanding shares of capital stock entitled to vote thereon, or a majority vote of the entire Board, under Part (a) of Article TENTH of the Charter and Article IX of the Bylaws.
In addition, Part (b) of Article TENTH of the Charter and Article IX of the Bylaws each requires that any alteration, amendment, repeal or adoption of any provisions inconsistent with the purpose and intent of any of the provisions listed below may only be approved by stockholders (and not the Board) and only by the affirmative vote of the holders of at least 80% of the voting power of our issued and outstanding shares of capital stock entitled to vote thereon:
Section 2.3 (regarding special meetings);
Section 2.11 (regarding consent of stockholders in lieu of meetings);
Section 3.1 (regarding duties and powers of directors);
Section 3.2 (regarding number and election of directors);
Section 3.3 (regarding vacancies on the Board);
Section 3.6 (regarding resignation and removal of directors);
Article IX (regarding amendments to the Bylaws); and
Article XI (regarding definitions within the Bylaws).
This Proposal 6B requests that stockholders approve amendments to eliminate the supermajority voting standards and replace them with a majority voting standard in Article TENTH of the Charter and Article IX of the Bylaws. In addition, if Proposal 6B is adopted, future amendments to any provision of the Bylaws could be adopted by majority approval of our stockholders or the Board. The full text of the proposed amendments is set forth in Appendix D to this proxy statement.
Proposal No. 6C: Eliminating the Supermajority Voting Requirements for Removal of Directors and Appointment of Directors in the Event the Entire Board of Directors is Removed
Currently, our Charter and Bylaws provide that our directors may only be removed for cause and that the affirmative vote of the holders of at least 80% of the voting power of our then issued and outstanding shares of capital stock entitled to vote thereon is required to remove any director, or the entire Board, for cause, under Part (b) of
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Article FIFTH of the Charter and Section 3.6 of the Bylaws. In addition, the affirmative vote of the holders of at least 80% of the voting power of our issued and outstanding shares of capital stock entitled to vote is thereon is required to fill vacancies on the Board resulting from removal of the entire Board, under Part (d) of Article FIFTH of the Charter and Section 3.3 of the Bylaws.
Proposal 6C requests that stockholders approve amendments to eliminate the supermajority voting standards and replace them with a majority voting standard in Parts (b) and (d) of Article FIFTH of the Charter and Sections 3.3 and 3.6 of the Bylaws. The full text of the proposed amendments is set forth in Appendix E to this proxy statement.
Required Vote
Approval and adoption of Proposals 6A, 6B and 6C each requires the affirmative vote of holders of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. Any abstentions or broker non-votes will have the same effect as votes against Proposals 6A, 6B or 6C.
The Board recommends you vote FOR proposals 6A, 6B and 6C.
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PROPOSAL NO. 7 APPROVAL OF THE RIGHTS AGREEMENT
On April 6, 2020, the Board adopted a stockholder rights plan in the form of the Rights Agreement to preserve and protect our income tax net operating loss carryforwards (“NOLs”) and other tax assets.
Under the Rights Agreement, the Board declared a non-taxable dividend of one preferred share purchase right for each outstanding share of common stock. The rights will be exercisable only if a person or group acquires 4.99% or more of our common stock. Our stockholders that beneficially owned in excess of 4.99% of our common stock at the time of the adoption of the Rights Agreement were “grandfathered in” at their current ownership level and the rights then become exercisable if any of those stockholders acquire an additional 0.5% or more of our common stock. If the rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase our common stock at a 50% discount or we may exchange each right held by such holders for one share of common stock. Rights held by the person or group triggering the rights will become void and will not be exercisable. The Board has the discretion to exempt any person or group from the provisions of the Rights Agreement.
The rights issued under the Rights Agreement will expire on the day following the certification of the voting results for the Annual Meeting, unless our stockholders ratify the Rights Agreement at such meeting, in which case the Rights Agreement will continue in effect until April 5, 2023. The Board also has the ability to terminate the Rights Agreement if it determines that doing so would be in the best interest of our stockholders. The full text of the Rights Agreement is set forth in Appendix F to this proxy statement.
Background and Reasons for the Proposal
The Rights Agreement is designed to prevent us from facing a substantial limitation on our ability to use our Tax Benefits (as such term is defined in the Rights Agreement) to offset potential future income taxes for federal income tax purposes. Our ability to use our Tax Benefits would be substantially limited if we experience an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code. A company generally experiences an ownership change if the percentage of its shares of stock owned by its “5-percent shareholders,” as such term is defined in Section 382 of the Internal Revenue Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Internal Revenue Code by deterring any Person (as such term is defined in the Rights Agreement) or group of affiliated or associated Persons from acquiring Beneficial Ownership (as such term is defined in the Rights Agreement) of 4.99% or more of the outstanding common stock.
As of December 31, 2020, we estimate that we had approximately $83.4 million of deferred tax assets generated by net operating losses, built-in losses and other tax benefits. The net operating losses generated before 2018 do not fully expire for twenty years and can generally be carried back two years to offset past taxable income. Net operating losses generated after 2017 do not expire, but may be limited to 80% of taxable income, depending on year generated. To the extent we have future taxable income, and until the net operating losses expire, they can be used to offset future taxable income, if any. In addition, net operating losses generated between 2018 and 2020 may be carried back five years to offset past taxable income.
Because the amount and timing of our future taxable income, if any, cannot be accurately predicted, we cannot estimate the exact amount of NOLs that can ultimately be used to reduce our income tax liability. However, we continue to believe the NOLs are a valuable asset and that it is in our best interests to attempt to preserve their use by extending the expiration of the Rights Agreement.
Limitations on our ability to use the NOLs would arise if we undergo an “ownership change” under Section 382 of the Internal Revenue Code. Calculating whether an “ownership change” has occurred is subject to inherent uncertainty. This uncertainty results from the complexity and ambiguity of the Section 382 provisions, as well as limitations on the knowledge that any publicly traded company can have about the ownership of and transactions in its securities on a timely basis. Based upon the information available to us, along with our evaluation of various scenarios, we believe that we have not experienced an “ownership change,” however, the amount by which our ownership may change in the future is uncertain.
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Section 382 Ownership Change Determinations
The rules of Section 382 are very complex and are beyond the scope of this summary discussion. Some of the factors that must be considered in determining whether a Section 382 ownership change has occurred include the following:
Each stockholder who owns less than 5% of our common stock is generally (but not always) aggregated with other such stockholders and treated as a single “5-percent stockholder” for purposes of Section 382. Transactions in the public markets among such stockholders are generally (but not always) excluded from the Section 382 calculation.
There are several rules regarding the aggregation and segregation of stockholders who otherwise do not qualify as Section 382 “5-percent stockholders.” Ownership of stock is generally attributed to its ultimate beneficial owner without regard to ownership by nominees, trusts, corporations, partnerships or other entities.
Acquisitions by a person that cause the person to become a Section 382 “5-percent stockholder” generally result in a 5% (or more) change in ownership, regardless of the size of the final purchase(s) that caused the threshold to be exceeded.
Certain constructive ownership rules, which generally attribute ownership of stock owned by estates, trusts, corporations, partnerships or other entities to the ultimate indirect individual owner thereof, or to related individuals, are applied in determining the level of stock ownership of a particular stockholder. Special rules can result in the treatment of options (including warrants) or other similar interests as having been exercised if such treatment would result in an ownership change.
Our redemption or buyback of our common stock will increase the ownership of any Section 382 “5-percent stockholders” (including groups of stockholders who are not individually 5-percent stockholders) and can contribute to an ownership change. In addition, it is possible that a redemption or buyback of shares could cause a holder of less than 5% to become a Section 382 “5-percent stockholder,” resulting in a 5% (or more) change in ownership.
Certain Factors Stockholders Should Consider
Our Board believes that attempting to protect our NOLs is in our stockholders’ best interests. However, you should consider the factors below when making your decision with respect to the ratification of the Rights Agreement.
Continued Risk of Ownership Change. Although the Rights Agreement is intended to reduce the likelihood of an “ownership change,” we cannot assure you that it will be effective. The amount by which an ownership interest may change in the future could be affected by many factors, including purchases and sales of shares by stockholders holding 5% or more of our outstanding common stock, over which we have no control. Absent a court determination, we cannot assure you that the Rights Agreement restrictions on acquisition of our common stock will be enforceable against all our stockholders, and they may be subject to challenge on equitable grounds.
Potential Anti-Takeover Effect. While the Rights Agreement is not intended to prevent a takeover, it does have a potential anti-takeover effect because an Acquiring Person may be diluted upon the occurrence of a triggering event. Accordingly, the overall effects of the Rights Agreement may be to render more difficult, or discourage a merger, tender offer, or assumption of control by a substantial holder of our securities. However, as is the case with traditional stockholder rights plans or “poison pills,” the Rights Agreement should not interfere with any merger or other business combination approved by our Board.
Potential Impact on Value. The Rights Agreement could negatively impact the value of our common stock by deterring persons or groups of persons from acquiring our common stock, including in acquisitions for which some stockholders might receive a premium above market value.
Potential Effects on Liquidity. The Rights Agreement is intended to deter persons or groups of persons from acquiring beneficial ownership of our common stock in excess of the specified limitations. A stockholder’s ability to dispose of our common stock may be limited if the Rights Agreement reduces the number of persons willing to acquire our common stock or the amount they are willing to acquire. A stockholder may become an Acquiring Person upon actions taken by persons related to, or affiliated with, them. Stockholders are advised to carefully monitor their ownership of our common stock and consult their own legal advisors and, or us to determine whether their ownership of the shares approaches the proscribed level.
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Internal Revenue Service. The Internal Revenue Service (“IRS”) could challenge the amount of our NOLs or claim we experienced an ownership change, which could reduce the amount of our NOLs that we can use or eliminate our ability to use them altogether. The IRS has not audited or otherwise validated the amount of our NOLs. The IRS could challenge the amount of our NOLs, which could limit our ability to use our NOLs to reduce our future taxable income. In addition, the complexity of the Section 382 provisions and the limited knowledge any public company has about the ownership of its publicly traded stock make it difficult to determine whether an ownership change has occurred. Therefore, we cannot assure you that the IRS will not claim that we experienced an ownership change and attempt to reduce or eliminate the benefit of our NOLs even if the Rights Agreement is in place.
Description of the Rights Agreement
The following description of the Rights Agreement is qualified in its entirety by reference to the text of the Rights Agreement, which is attached to this proxy statement as Appendix F and incorporated herein by reference. We urge you to read carefully the Rights Agreement in its entirety, as the discussion below is only a summary.
Distribution and
Transfer of
Rights;
Distribution
Date; Rights
Certificates
Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and become exercisable following the earlier of (i) 10 business days from the public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below) or such earlier date on which a majority of the Board becomes aware of the existence of an Acquiring Person or (ii) such date (prior to such time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by action of the Board, in its sole discretion, following the commencement of, or public announcement of an intention to commence, a tender or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”). A person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring Beneficial Ownership of 4.99% or more of the outstanding shares of common stock, except in certain situations (including a person or group of affiliated or associated persons that currently has Beneficial Ownership of the out-standing shares of common stock in excess of such thresholds unless and until such person or group becomes the Beneficial Owner of a percentage of shares of common stock outstanding that exceeds by 0.5% or more the per-centage of shares of common stock outstanding that such person or group owned as of the first public announcement of the adoption of the Rights Agreement).

The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the common stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new common stock certificates issued after the record date for the Distribution Date upon transfer or new issuances of common stock will contain a legend incorporating the Rights Agreement by reference (and notice of such legend will be furnished to holders of book entry shares). Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of common stock (or of any book entry shares of common stock) outstanding as of the record date for the Distribution Date, even without such legend (or notice of such legend) or a copy of the Summary of Rights, will also constitute the transfer of the Rights associated with the shares of common stock represented by such certificate (or book entry). As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the common stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on
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the earliest of (i) April 5, 2023, (ii) the effective date of the repeal of Section 382 or any successor statute if the Board determines in its sole discretion that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or other tax benefits, (iii) the first day of a taxable year of the Company to which the Board determines in its sole discretion that no NOLs or other Tax Benefits may be carried forward or (iv) the day following the certification of the voting results of the Annual Meeting, or any adjournment thereof, if at or before the Annual Meeting or adjournment thereof, a proposal to approve the Rights Agreement has not been approved by stockholders, unless the Rights are earlier redeemed or exchanged by us, in each case as described below, or upon the occurrence of certain transactions.
Preferred Stock
Purchasable
Upon Exercise of
Rights
Because of the nature of the preferred stock’s dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of preferred stock purchasable upon exercise of each Right should approximate the value of one share of common stock.
Exempt Persons
and
Transactions
The Rights Agreement includes procedures whereby the Board will consider requests to exempt (a) any person or group (an “Exempt Person”) which would otherwise be an “Acquiring Person”, or (b) any transaction (an “Exempt Transaction”) resulting in the Beneficial Ownership of common stock, prior to the consummation of such transaction, from the Acquiring Person trigger, in each case as determined by the Board in its sole discretion, provided that it shall only grant such an exemption if it determines in its sole discretion that such ownership would not reasonably be expected to jeopardize or endanger the availability of the NOLs or other tax benefits to us or if it otherwise determines that the exemption is in our best interests; provided further that, (A) in the case of an Exempt Person, if the Board later makes a contrary determination with respect to the effect of such person or group’s Beneficial Ownership with respect to the availability to us of our NOLs or other tax benefits, such person or group shall cease to be an Exempt Person and (B) in the case of an Exempt Person or Exempt Transaction, the Board in its sole discretion may require the applicable person or group to make certain representations or undertakings, the violation or attempted violation of which will be subject to such consequences as the Board may determine in its sole discretion, including that such person or group shall become an “Acquiring Person”.
Flip-In Trigger
If any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right (other than Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof which will thereupon become null and void) will thereafter have the right to receive upon exercise of a Right that number of shares of common stock having a market value of two times the exercise price of the Right.
Flip-Over
Trigger
If, after a person or group has become an Acquiring Person, we are acquired in a merger or other business combination transaction or 50% or more of our consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof which will have become null and void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom we have engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right.
Exchange
Provision
At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of common stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof which will have become null and void), in whole or in part, for shares of
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common stock or preferred stock (or a series of our preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of common stock, or a fractional share of preferred stock (or other preferred stock) equivalent in value thereto, per Right.
Redemption of
the Rights
At any time prior to the time any person or group becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at our option, in cash, shares of common stock or such other form of consideration as the Board shall determine in its sole discretion. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
Amendment of
Terms of Rights
Agreement and
Rights
For so long as the Rights are then redeemable, we may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, we may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights (other than an Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof).
Voting Rights;
Other
Stockholder
Rights
Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.
Anti-Dilution
Provisions
The Purchase Price payable, and the number of shares of preferred stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferred stock, (ii) upon the grant to holders of the preferred stock of certain rights or warrants to subscribe for or purchase preferred stock at a price, or securities convertible into preferred stock with a conversion price, less than the then-current market price of the preferred stock or (iii) upon the distribution to holders of the preferred stock of evidences of indebtedness or assets (other than regular periodic cash dividends or dividends payable in preferred stock) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the common stock payable in shares of common stock or subdivisions, consolidations or combinations of the common stock occur-ring, in any such case, prior to the Distribution Date.
Required Vote
Approval of the Rights Agreement requires the affirmative vote of holders of a majority of the votes present at the Annual Meeting and entitled to vote on this proposal. Abstentions will have the same effect as a vote against this proposal and broker non-votes will have no effect on the outcome of this proposal.
The Board recommends you vote FOR the approval of the Rights Agreement.
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ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 2022 ANNUAL MEETING
For a stockholder proposal to be considered for inclusion in our proxy statement for the 2022 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act, we must receive the written proposal at our principal executive office no later than the close of business on December 29, 2021. All proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for inclusion of stockholder proposals in company-sponsored proxy materials. Any proposals should be directed to the attention of our Secretary at Gannett Co., Inc., 175 Sully’s Trail, Pittsford, New York 14534.
For a stockholder proposal or a stockholder nomination of a director that is not intended to be included in our proxy statement under Rule 14a-8, the stockholder must provide the information required by our Bylaws and give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary no earlier than the close of business on February 7, 2022 and no later than March 9, 2022. If the date of the 2022 annual meeting of stockholders is moved more than 30 days before or after the anniversary of the 2021 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the opening of business 120 days before the date of such annual meeting, and not later than the close of business on the 10th day after the earlier of the mailing of the notice of the annual meeting of stockholders or the day on which public announcement of the date of such meeting is made by the Company.
OTHER MATTERS
The Board is not aware of any other business to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, the proxies will be voted on such matters in accordance with the judgment of the persons named as proxy holders therein, or their substitutes, present and acting at the meeting.
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ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC that are available to the public on the website maintained by the SEC at www.sec.gov. In addition, our SEC filings are available, free of charge, on our website: www.gannett.com. Such information, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, will also be furnished without charge upon written request to Gannett Co., Inc., 175 Sully’s Trail, Pittsford, New York 14534, Attention: Investor Relations.
A number of brokerage firms have instituted a procedure called “householding,” which has been approved by the SEC. Under this procedure, the firm delivers only one copy of the Annual Report and proxy statement to multiple stockholders who share the same address and have the same last name, unless it has received contrary instructions from an affected stockholder. If your shares are held in “street name,” please contact your bank, broker or other holder of record to request information about householding.
If you would like to receive the proxy materials electronically, please refer to the following instructions:
Stockholders of Record. If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.
Street Name Holders. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.
Your election to receive proxy materials by email remains in effect until you terminate it.
By Order of the Board,

Polly Grunfeld Sack
General Counsel
April [28], 2021
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APPENDIX A
The table below shows the reconciliation of Net income (loss) attributable to Gannett to Adjusted EBITDA for the period presented:
(in thousands)
Year Ended
December 31, 2020
Net income (loss) attributable to Gannett (GAAP basis)
$(670,479)
Provision (benefit) for income taxes
(33,450)
Interest expense
228,513
Loss on early extinguishment of debt
43,760
Non-operating pension income
(72,149)
Unrealized loss on Convertible notes derivative
74,329
Gain on sale of investments
(7,995)
Other non-operating (income) expense, net
(8,499)
Depreciation and amortization