Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 19, 2020, in connection with the ongoing refreshment process of the
Board of Directors (the "Board of Directors") of TEGNA Inc. ("TEGNA"), TEGNA
appointed Karen Grimes to the Board of Directors, effective immediately. The
Board of Directors has affirmatively determined that Ms. Grimes is "independent"
under the rules of the New York Stock Exchange and the rules and regulations of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Ms. Grimes, 63, spent more than 20 years at Wellington Management Company, a
leading investment management firm, where she was a Partner, Senior Managing
Director and Equity Portfolio Manager until her retirement in 2018. She
currently serves on the Board of Directors of Toll Brothers, Inc., where she is
a member of the Audit & Risk Committee.
Ms. Grimes will receive compensation for her service on the Board of Directors
in accordance with TEGNA's standard compensatory arrangements for non-employee
directors. A description of the compensatory arrangements for non-employee
directors will be included in TEGNA's proxy statement on Schedule 14A for its
2020 annual meeting of stockholders, which will be filed with the U.S.
Securities and Exchange Commission (the "SEC") prior to its 2020 annual meeting
of stockholders.
There are no arrangements or understandings between Ms. Grimes and any other
person pursuant to which she was selected to serve as a director of TEGNA.
Neither Ms. Grimes nor any of her related persons (as defined in Item 404(a) of
Regulation S-K under the Exchange Act) is a party to any transaction in which
TEGNA is a participant that is required to be disclosed under Item 404(a) of
Regulation S-K under the Exchange Act.
A copy of TEGNA's press release announcing the appointment is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Important Additional Information
TEGNA intends to file a proxy statement and GOLD proxy card with the SEC in
connection with the solicitation of proxies for TEGNA's 2020 Annual Meeting of
shareholders (the "Proxy Statement" and such meeting the "2020 Annual Meeting").
TEGNA, its directors and certain of its executive officers will be participants
in the solicitation of proxies from shareholders in respect of the 2020 Annual
Meeting. Information regarding the names of TEGNA's directors and executive
officers and their respective interests in TEGNA by security holdings or
otherwise is set forth in TEGNA's proxy statement for the 2019 Annual Meeting of
shareholders, filed with the SEC on March 11, 2019 (the "2019 Proxy Statement").
To the extent holdings of such participants in TEGNA's securities have changed
since the amounts described in the 2019 Proxy Statement, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information can
also be found in TEGNA's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, filed with the SEC on March 1, 2019 and in TEGNA's Quarterly
Reports on Form 10-Q for the first three quarters of the fiscal year ended
December 31, 2019 filed with the SEC on May 9, 2019, August 6, 2019 and
November 7, 2019, respectively. Details concerning the nominees of TEGNA's Board
of Directors for election at the 2020 Annual Meeting will be included in the
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS
OF TEGNA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING TEGNA'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will
be able to obtain a copy of the definitive Proxy Statement and other documents
filed by TEGNA free of charge from the SEC's website, www.sec.gov. TEGNA's
shareholders will also be able to obtain, without charge, a copy of the
definitive Proxy Statement and other relevant filed documents by directing a
request by mail to TEGNA, 8350 Broad Street, Suite 2000, Tysons, VA 22102, or
from the TEGNA's website, https://www.tegna.com.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated February 19, 2020
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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