GENERAL INFORMATION
Why am I receiving these proxy materials?
These
proxy materials are being furnished to you in connection with the solicitation of proxies by our Board of Directors for the 2018 Annual Meeting of Stockholders to be held on May 8, 2018 at 10:00 a.m. local time at the Companys
headquarters located at 7950 Jones Branch Drive, McLean, Virginia. This Proxy Statement furnishes you with the information you need in order to vote, whether or not you attend the Annual Meeting.
On what proposals am I being asked to vote and how does the Board recommend that I vote?
You are being asked to vote on the proposals below, and the Board recommends that you vote as follows:
Proposal 1FOR the election of the eleven director nominees nominated by the Board of Directors, each to hold office until the Companys 2019 Annual Meeting of
Stockholders;
Proposal 2FOR the ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting
firm for fiscal year 2018;
Proposal 3FOR the approval of an amendment to the Companys 2015 Omnibus Incentive Compensation Plan; and
Proposal 4FOR the approval, on an advisory basis, of the compensation of the Companys named executive officers as disclosed in Compensation Discussion
and Analysis and accompanying compensation tables and related discussion contained in this Proxy Statement.
In addition, if you grant a proxy, your shares will
be voted in the discretion of the proxy holder on any proposal for which you do not register a vote and any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.
Will there be any other items of business addressed at the Annual Meeting?
As of the date of this Proxy Statement, we are not aware of any other matter to be presented at the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
What must I do if I want to
attend the Annual Meeting in person?
Admission to the Annual Meeting is by ticket only. We will provide each stockholder with one admission ticket upon
request. Either you or your proxy may use your ticket. If you are a stockholder of record and plan to attend the Annual Meeting, please call the Companys stockholder services department at
(703) 854-6960
to request a ticket. If you hold shares through an intermediary, such as a bank or broker, and you plan to attend the Annual Meeting, please send a written request for a ticket, along with
proof of share ownership, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares, confirming ownership to: Secretary, Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107. Requests for
admission tickets will be processed in the order in which they are received and must be received no later than May 1, 2018. To obtain directions to attend the Annual Meeting, please call the Companys stockholder services department at
(703) 854-6960.
Who may vote at the Annual Meeting?
If you owned Company stock at the close of business on March 9, 2018, which is the record date for the Annual Meeting (the Record Date), then you may
obtain a ticket to attend and vote your shares at the meeting. Please bring proof of your common stock ownership, such as a current brokerage statement, and photo identification, if you wish to vote your shares at the meeting. In addition, if you
hold shares through a bank, broker, or other intermediary, you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote those shares at the meeting.
At the close of business on the Record Date, we had approximately 112,854,963
shares of common stock outstanding and entitled to vote. Each share is entitled
to one vote on each proposal.
What constitutes a quorum for the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum to conduct
business. Shares held by an intermediary, such as a banker or a broker, that are voted by the intermediary on any or all matters will be treated as shares present for purposes of determining the presence of a quorum. Abstentions and broker
non-votes
(defined below) also will be counted for the purpose of determining the existence of a quorum.
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GANNETT CO., INC.
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2018 Proxy Statement
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63
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