Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The Company's Annual Meeting of Shareholders ("Annual Meeting") was held on February 19, 2020. At which time, shareholders approved the election of directors Brent M. Magid, Margaret R. Liberman, Steven C. Fletcher and David T. Pearson.

Additionally, the Company's Board of Directors (the "Board") approved the merger of the Lee Enterprises, Incorporated (the "Company") amended and restated 1996 Stock Plan for Non-Employee Directors into and the amendment of the Company's amended and restated 1990 Long-Term Incentive Plan (as amended and restated, the "2020 Plan"). As described below under Item 5.07, the Company's shareholders approved the 2020 Plan at the Annual Meeting, and the 2020 Plan became effective. The 2020 Plan is the only equity compensation plan that the Company will utilize. Under the 2020 Plan, the number of shares of Common Stock available for future issuance will be 3,659,468. The 2020 Plan has no fixed termination date, except that the Internal Revenue Code of 1986, as amended, prohibits the Company's Executive Compensation Committee from issuing any awards after December 31, 2029. The 2020 Plan may be terminated by the Board at any time.

The foregoing description of the 2020 Plan is qualified in its entirety by reference to the text of the 2020 Plan, which is set forth in Appendix B to the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on January 13, 2020.




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

At the Annual Meeting, Brent M. Magid, Margaret R. Liberman, Steven C. Fletcher and David T. Pearson were elected as directors for three-year terms expiring at the 2023 annual meeting.

Votes were cast for nominees for director as follows:





                          For       Withheld  Broker Non-Votes

Brent M. Magid 26,787,339.921 6,040,811 13,743,462 Margaret R. Liberman 30,387,002.921 2,441,148 13,743,462 Steven C. Fletcher 30,501,103.921 2,327,047 13,743,462 David T. Pearson 30,497,266.921 2,330,884 13,743,462

The shareholders ratified the Audit Committee's appointment of KPMG LLP to serve as the independent registered public accounting firm to audit the Company's financial statements for the 2020 fiscal year, and votes were cast as follows:





                                  For        Against  Abstain Broker Non-Votes

Ratify Selection of KPMG LLP 42,273,336.921 4,250,666 47,610 0

The shareholders approved the 2020 Plan, and votes were cast as follows:

For Against Abstain Broker Non-Votes 26,728,200.921 2,455,592 3,644,358 13,743,462

The shareholders approved, by non-binding vote, the compensation of the named executive officers (the "Say-On-Pay" vote), and votes were cast as follows:

For Against Abstain Broker Non-Votes 26,243,252.921 2,842,237 3,742,661 13,743,462

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