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): July 27, 2018
GANNETT CO., INC.
(Exact name of registrant as specified in charter)
| Delaware | 1-36874 | 47-2390983 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
7950 Jones Branch Drive, McLean, Virginia, 22107-0910
(Address of principal executive offices, including zip code)
(703) 854-6000
(Registrant’s telephone number, including area code)
N/A
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 27, 2018, Gannett Co., Inc. (“Gannett”) amended its 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals and 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (together, the “Plan”). The amendments modified the Plan to eliminate the TEGNA stock fund and Cars.com stock fund as investment options under the Plan effective as of July 31, 2018.
The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each amendment, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 3, effective as of July 31, 2018 |
| 10.2 | Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 2, effective as of July 31, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gannett Co., Inc. | ||
| Date: August 1, 2018 | By: | /s/ Barbara W. Wall |
| Barbara W. Wall | ||
| Senior Vice President and Chief Legal Officer | ||
Exhibit 10.1
GANNETT CO., INC.
2015 DEFERRED COMPENSATION PLAN
RULES FOR POST-2004 DEFERRALS
Amendment No. 3
Effective July 31, 2018, Gannett Co., Inc. hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, as amended, Rules for Post-2004 Deferrals, as follows:
| 1. | Section 2.6(b) is amended by deleting the last four sentences of such section and replacing them with the following: |
| Notwithstanding any provision to the contrary, effective July 31, 2018, the TEGNA Inc. and Cars.com Inc. stock funds shall be eliminated as investment options under the Plan. |
| 2. | Section 2.8 is amended by deleting the last four sentences of such Section. |
| 3. | Section 2.9(h) is amended by deleting the last two sentences of such Section. |
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of July 27, 2018.
| GANNETT CO., INC. | ||
| By: | /s/ Dave Harmon | |
| Name: Dave Harmon | ||
| Title: Chief People Officer | ||
Exhibit 10.2
GANNETT CO., INC.
2015 DEFERRED COMPENSATION PLAN
RULES FOR PRE-2005 DEFERRALS
Amendment No. 2
Effective as of July 31, 2018, Gannett Co., Inc. hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, as amended, Rules for Pre-2005 Deferrals, as follows:
| 1. | Section 2.6(b) is amended by deleting the last four sentences of such section and replacing them with the following: |
| Notwithstanding any provision to the contrary, effective July 31, 2018, the TEGNA Inc. and Cars.com Inc. stock funds shall be eliminated as investment options under the Plan. |
| 2. | Section 2.8 is amended by deleting the last four sentences of such Section. |
| 3. | Section 2.9(h) is amended by deleting the last two sentences of such Section. |
IN WITNESS WHEREOF, Gannett Co., Inc. has caused this Amendment to be executed by its duly authorized officer as of July 27, 2018.
| GANNETT CO., INC. | ||
| By: | /s/ Dave Harmon | |
| Name: Dave Harmon | ||
| Title: Chief People Officer | ||