TEGNA INC false 0000039899 --12-31 0000039899 2021-05-07 2021-05-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):

May 7, 2021

 

 

TEGNA INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-6961   16-0442930
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

8350 Broad Street, Suite 2000, Tysons,

Virginia

  22102-5151
(Address of principal executive offices)   (Zip Code)

(703) 873-6600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock   TGNA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendments to Third Restated Certificate of Incorporation

On May 7, 2021, TEGNA Inc. (the “Company”) held the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As discussed in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation (the “Charter”) eliminating all supermajority voting provisions set forth therein.

The Charter Amendments were previously approved by the Board of Directors (the “Board”) of the Company, subject to shareholder approval. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 12, 2021.

The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Fourth Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Amendment to By-laws

As a result of the approval by the Company’s shareholders of the Charter Amendment, the Board approved the By-laws of the Company, as amended through May 12, 2021 (the “By-laws”) to eliminate all supermajority voting provisions set forth therein.

The foregoing description of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As described in Item 5.03 above, on May 7, 2021, the Company held the Annual Meeting. Set forth below are each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting, and the certified voting results reported by the independent inspector of elections, First Coast Results, Inc. (“First Coast”).

As of the close of business on March 12, 2021, the record date for the Annual Meeting, 220,626,646 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), were outstanding and entitled to vote. Based on the tabulation of the voting results from First Coast, 192,716,226 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 87.35 percent of the shares of Common Stock entitled to be voted.

The tabulation of the voting results from First Coast for the matters submitted to a vote at the Annual Meeting is as follows:

 

  (1)

Election of Directors

The Company’s Nominees

 

Nominee

   For      Withheld  

Gina L. Bianchini

     191,855,064        554,912  

Howard D. Elias

     146,063,014        3,254,813  

Stuart J. Epstein

     191,859,836        550,140  

Lidia Fonseca

     191,447,791        962,185  

Karen H. Grimes

     191,861,617        548,359  

David T. Lougee

     148,682,557        635,270  

Scott K. McCune

     188,488,845        3,921,132  

Henry W. McGee

     191,852,467        557,509  

Susan Ness

     191,835,583        574,393  

Bruce P. Nolop

     191,844,097        565,879  

Neal Shapiro

     147,096,955        2,220,872  

Melinda C. Witmer

     191,448,381        961,595  

 

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Standard General L.P.’s Nominees

 

Nominee

   For      Withheld  

Colleen B. Brown

     42,259,262        832,887  

Carlos P. Salas

     20,246,012        22,846,137  

Elizabeth A. Tumulty

     20,246,012        22,846,137  

 

  (2)

Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

 

Votes Against

 

Abstentions

191,734,533

  140,703   840,990

 

  (3)

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

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

154,728,841

  27,893,960   9,787,173  

306,252

 

  (4)

Approval of a Company proposal regarding Elimination of Supermajority Voting Provisions

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

190,546,831

  837,071   1,026,074  

306,250

 

Item 8.01.

Other Events.

On May 7, 2021, the Company issued a press release confirming the election of its directors at the Annual Meeting based on a preliminary vote count. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

No.

   Description
      3.1    Fourth Restated Certificate of Incorporation of TEGNA Inc.
      3.2    By-laws of TEGNA Inc., as amended through May 12, 2021
    99.1    Press Release of TEGNA Inc., dated May 7, 2021.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 12, 2021     TEGNA Inc.
  By:  

/s/ Akin S. Harrison

    Akin S. Harrison
   

Senior Vice President, General Counsel and

Secretary

 

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