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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As discussed in Item 5.07 of this Current Report on Form 8-K, on April 30, 2020, the shareholders of TEGNA Inc. (the "Company") approved the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the "Plan") at the Company's 2020 Annual Meeting of Shareholders (the "Annual Meeting"). The material terms of the Plan are described in Proposal 4 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2020 (the "Proxy Statement"), which descriptions are incorporated by reference herein. The description of the Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, a copy of which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein. The Plan had previously been approved by the Company's Board of Directors and became effective immediately upon approval of the Company's shareholders.

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

On April 30, 2020, the Company held 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 independent inspector of elections, First Coast Results, Inc. ("First Coast").

As of the close of business on March 20, 2020, the record date for the Annual Meeting, 218,352,668 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 First Coast, 197,110,490 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 90.27 percent of the shares of Common Stock entitled to be voted.

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



 (1) Election of Directors


The Company's Nominees
     Nominee            For        Withheld
Gina L. Bianchini   163,976,551   28,256,236
 Howard D. Elias    107,114,316    755,729
Stuart J. Epstein   163,693,509   28,539,278
  Lidia Fonseca     163,592,251   28,640,536
 Karen H. Grimes    163,950,596   28,282,191
 David T. Lougee    163,940,277   28,292,510
 Scott K. McCune    107,131,947    738,098
 Henry W. McGee     163,959,631   28,273,156
   Susan Ness       163,950,910   28,281,877
 Bruce P. Nolop     107,708,674    161,371
  Neal Shapiro      107,726,363    143,682
Melinda C. Witmer   163,619,470   28,613,317

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Standard General L.P.'s Nominees


      Nominee            For        Withheld
 Colleen B. Brown     83,960,918    419,248
Ellen McClain Haime   62,404,347   21,975,819

Soohyung Kim 62,806,007 21,574,159

Deborah McDermott 62,989,122 21,391,044

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




 Votes For    Votes Against   Abstentions
196,427,646      455,053        227,791

(3) Approval, on an Advisory Basis, of the Compensation of the Company's Named


     Executive Officers


 Votes For    Votes Against   Abstentions   Broker Non-Votes
152,992,328    38,716,961      1,112,041       4,289,160

(4) Approval of the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan




 Votes For    Votes Against   Abstentions   Broker Non-Votes
151,931,610    39,985,566       904,154        4,289,160


Item 8.01. Other Events.

On April 30, 2020, 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description



  10.1      TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (incorporated
            herein by reference to Appendix B to the TEGNA Inc. Definitive Proxy
            Statement on Schedule 14A filed on March 25, 2020).

  99.1      Press Release of TEGNA Inc., dated April 30, 2020.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document).

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