8-K

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):

June 21, 2022

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2022, TEGNA Inc. (the “Company”) held the Company’s 2022 Annual Meeting of Shareholders (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 inspector of election, Computershare (“Computershare”).

As of the close of business on May 3, 2022, the record date for the Annual Meeting, 222,851,731 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 Computershare, 191,843,975 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 86.09% percent of the shares of Common Stock entitled to be voted.

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

(1) Election of Directors

Nominee	For		Withheld
Gina L. Bianchini		174,114,603		1,880,280
Howard D. Elias		172,571,504		3,348,277
Stuart J. Epstein		175,221,205		695,987
Lidia Fonseca		174,685,412		1,254,366
Karen H. Grimes		174,077,656		1,895,946
David T. Lougee		174,326,309		1,520,097
Scott K. McCune		172,566,684		3,362,758
Henry W. McGee		173,983,645		1,901,225
Bruce P. Nolop		175,205,204		673,572
Neal Shapiro		172,648,511		3,240,231
Melinda C. Witmer		174,690,230		1,272,558

(2) Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For	Votes Against	Abstentions
190,516,455	469,968	857,552

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

Votes For	Votes Against	Abstentions	Broker Non-Votes
170,939,974	4,741,546	1,368,394	14,794,062

(4) Approval of a Shareholder proposal regarding Shareholder Right to Call a Special Shareholder Meeting

Votes For	Votes Against	Abstentions	Broker Non-Votes
98,569,037	77,310,103	1,170,773	14,794,062

Item 8.01. Other Events.

On June 21, 2022, 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.

1

Item 9.01. Financial Statements and Exhibits.

Exhibit     No.	Description
99.1	Press Release of TEGNA Inc., dated June 21, 2022.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

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: June 24, 2022		TEGNA Inc.
	By:	/s/ Akin S. Harrison
		Akin S. Harrison
		Senior Vice President and General Counsel

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 21, 2022

TEGNA Shareholders Re-elect Board Members and Approve Say on Pay Proposal at Annual Meeting

Tysons, Va. – Shareholders of TEGNA Inc. (NYSE: TGNA) today approved the re-election of Board members, ratified the appointment of PricewaterhouseCoopers LLP and approved an advisory resolution on the compensation of the company’s named executive officers. Shareholders also voted in favor of a shareholder proposal to amend appropriate company governing documents to give the owners of a combined 10% of TEGNA’s outstanding common stock the power to call a special shareholder meeting.

TEGNA shareholders re-elected Board Chairman Howard D. Elias, president and CEO Dave Lougee, Gina L. Bianchini, Stuart Epstein, Lidia Fonseca, Karen Grimes, Scott K. McCune, Henry W. McGee, Bruce P. Nolop, Neal Shapiro and Melinda C. Witmer to the Board of Directors at the company’s annual meeting held this morning. Directors will serve one-year terms ending at TEGNA’s 2023 Annual Meeting of Shareholders. Susan Ness retired from TEGNA’s Board of Directors effective today after serving for nearly 11 years.

TEGNA’s shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered accounting firm for the 2022 fiscal year and approved an advisory resolution on the compensation of the company’s named executive officers reported in the company’s 2022 proxy statement.

About TEGNA

TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 64 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups. TEGNA also owns leading multicast networks True Crime Network, Twist and Quest. TEGNA offers innovative solutions to help businesses reach consumers across television, digital and over-the-top (OTT) platforms, including Premion, TEGNA’s OTT advertising service. For more information, visit www.TEGNA.com.

# # #

For media inquiries, contact:

Anne Bentley

Vice President, Corporate Communications

703-873-6366

abentley@TEGNA.com

For investor inquiries, contact:

Julie Heskett

Senior Vice President, Financial Planning & Analysis

703-873-6747

investorrelations@TEGNA.com

XML

Document and Entity Information	Jun. 21, 2022
Cover [Abstract]
Entity Registrant Name	TEGNA INC
Amendment Flag	false
Entity Central Index Key	0000039899
Document Type	8-K
Document Period End Date	Jun. 21, 2022
Entity Incorporation State Country Code	DE
Entity File Number	1-6961
Entity Tax Identification Number	16-0442930
Entity Address, Address Line One	8350 Broad Street
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Tysons
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102-5151
City Area Code	(703)
Local Phone Number	873-6600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	TGNA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false