GCI-2013.05.10-8K


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, 2013
 
GANNETT CO., INC.
(Exact name of Registrant as Specified in its Charter)
 
 
 
 
 
 
Delaware
 
1-6961
 
16-0442930
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
7950 Jones Branch Drive
 
 
 
22107-0910
McLean, Virginia
 
 
 
(Zip Code)
(Address of Principal Executive Offices)
 
 
 
 
(703) 854-6000
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))




Item 5.07 Submission of Matters to a Vote of Security Holders
Gannett Co., Inc. held its Annual Meeting of Shareholders on May 7, 2013. The voting results on the proposals considered at the Annual Meeting are provided below.
Proposal 1
The voting results on the proposal to elect nine nominees to the Company’s Board of Directors were as follows:
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
John E. Cody
177,629,895.753
 
2,936,402.528
 
459,008.555
 
18,309,818.000
Howard D. Elias
174,555,025.342
 
6,011,938.054
 
458,343.440
 
18,309,818.000
John Jeffry Louis
177,799,836.455
 
2,769,157.244
 
456,313.137
 
18,309,818.000
Marjorie Magner
174,712,991.263
 
5,856,760.178
 
455,555.395
 
18,309,818.000
Gracia C. Martore
177,743,261.860
 
3,013,337.566
 
268,707.410
 
18,309,818.000
Scott K. McCune
177,007,475.311
 
3,558,090.711
 
459,740.814
 
18,309,818.000
Duncan M. McFarland
174,546,942.819
 
6,018,568.231
 
459,795.786
 
18,309,818.000
Susan Ness
177,678,141.063
 
2,891,304.988
 
455,860.785
 
18,309,818.000
Neal Shapiro
177,533,264.462
 
3,029,832.981
 
462,209.393
 
18,309,818.000
Proposal 2
The voting results on the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2013 fiscal year were as follows:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstain
 
Non-Votes
196,597,458.473
 
2,224,539.685
 
513,126.678
 
0.000
Proposal 3
The voting results on the resolution to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers reported in the Company’s 2013 proxy statement were as follows:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstain
 
Non-Votes
168,340,560.306
 
12,129,060.547
 
555,318.983
 
18,310,185.000
Proposal 4
The voting results of the shareholder proposal regarding the vesting of equity awards of senior executives upon a change of control were as follows:
 
 
 
 
 
 
Broker
For
 
Against
 
Abstain
 
Non-Votes
80,995,803.223
 
98,949,930.397
 
1,079,573.216
 
18,309,818.000



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 thereunder duly authorized.

 
 
 
 
 
GANNETT CO., INC.
 
 
By:
 
/s/ Todd A. Mayman
 
 
Todd A. Mayman
 
 
Senior Vice President, General Counsel and Secretary
Date: May 10, 2013