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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On February 15, 2021, the Compensation Committee (the "Committee") of the Board of Directors of Gannett Co., Inc. (the "Company") approved the compensation of Douglas E. Horne, the Company's Chief Financial Officer and Chief Accounting Officer, providing that his annual base salary rate will remain the same for the fiscal year ending December 31, 2021. In addition, in light of Mr. Horne's performance during the 2020 fiscal year and in consideration of the extraordinary circumstances he faced, the Committee awarded Mr. Horne a $600,000 cash bonus for the 2020 fiscal year and a time-vesting restricted stock award valued at $600,000 under the Company's 2020 Omnibus Incentive Compensation Plan (the "2020 Award"). The 2020 Award vests with respect to 33.3% of the shares underlying the 2020 Award on each of the first and second anniversaries of the date of grant and with respect to the remaining 33.4% of the shares underlying the 2020 Award on the third anniversary of the date of grant. The number of shares underlying the 2020 Award will be calculated using the closing share price of the Company's common stock on the second full trading day following the filing of the Company's Annual Report on Form 10-K for fiscal 2020.

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