UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
On December 6, 2023, the Board of Directors (the “Board”) of TEGNA Inc. (the “Company”) approved and adopted amendments to the By-laws of the Company (the “By-laws”), effective immediately. Among other things, the amendments to the By-laws:
| • | provide that the Board may determine that a stockholder meeting be held by means of remote communication; |
| • | eliminate the requirement that a list of stockholders be made available for inspection during a stockholder meeting, in accordance with amendments to the Delaware General Corporation Law; and |
| • | address the adoption by the U.S. Securities and Exchange Commission of “universal proxy” rules and related requirements (the “Universal Proxy Rules”), including, among other things, to require evidence of compliance with the Universal Proxy Rules and to require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. |
The foregoing description of the amendments to 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 attached as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 3.1 | By-laws of TEGNA Inc., as amended through December 6, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEGNA INC. | ||
| (Registrant) | ||
| By: | /s/ Lauren S. Fisher | |
| Lauren S. Fisher | ||
| Senior Vice President and Chief Legal Officer | ||
Date: December 7, 2023
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