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

At the Annual Meeting of Stockholders (the "Annual Meeting") of Gannett Co., Inc. (the "Company"), held on June 6, 2022, the stockholders of the Company voted on the matters described below.

As of April 14, 2022, the record date for the Annual Meeting, holders of 146,609,561 shares of common stock of the Company were entitled to vote.

Proposal 1. The Company's stockholders elected the following nine director nominees to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.



  Director Nominees     Votes For    Votes Withheld   Broker Non-Votes*
Theodore P. Janulis     93,962,882     6,297,797         19,194,215
John Jeffry Louis III   94,157,242     6,103,437         19,194,215
Maria M. Miller         98,686,586     1,574,093         19,194,215
Michael E. Reed         98,372,225     1,888,454         19,194,215
Amy Reinhard            98,756,131     1,504,548         19,194,215
Debra A. Sandler        98,517,831     1,742,848         19,194,215
Kevin M. Sheehan        94,050,933     6,209,746         19,194,215
Laurence Tarica         98,849,636     1,411,043         19,194,215
Barbara W. Wall         98,868,591     1,392,088         19,194,215

Proposal 2. The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote are summarized in the table below.



 Votes For    Votes Against   Abstentions
118,707,231      542,559        205,104

Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.



Votes For    Votes Against   Abstentions   Broker Non-Votes*
86,077,102    13,944,543       239,034        19,194,215

Proposal 4. The Company's stockholders did not approve an amendment to the Amended and Restated Bylaws to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For Votes Against Abstentions Broker Non-Votes* 99,492,548 593,570 174,561 19,194,215

Proposal 5a. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend certain provisions of the Amended and Restated Certificate of Incorporation. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



Votes For    Votes Against   Abstentions   Broker Non-Votes*
99,405,255      659,672        195,752        19,194,215

Proposal 5b. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to amend the Amended and Restated Bylaws. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For Votes Against Abstentions Broker Non-Votes* 99,409,203 656,272 195,204 19,194,215

Proposal 5c. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



Votes For    Votes Against   Abstentions   Broker Non-Votes*
99,449,930      622,671        188,078        19,194,215

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm but not entitled to vote on any other proposals at the Annual Meeting.

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