Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

Amendments to Third Restated Certificate of Incorporation

On May 7, 2021, TEGNA Inc. (the "Company") held the Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting"). As discussed in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved amendments (the "Charter Amendments") to the Company's Third Restated Certificate of Incorporation (the "Charter") eliminating all supermajority voting provisions set forth therein.

The Charter Amendments were previously approved by the Board of Directors (the "Board") of the Company, subject to shareholder approval. The Charter Amendments became effective upon the filing of the Company's Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 12, 2021.

The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Fourth Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Amendment to By-laws

As a result of the approval by the Company's shareholders of the Charter Amendment, the Board approved the By-laws of the Company, as amended through May 12, 2021 (the "By-laws") to eliminate all supermajority voting provisions set forth therein.

The foregoing description of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

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

As described in Item 5.03 above, on May 7, 2021, 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 12, 2021, the record date for the Annual Meeting, 220,626,646 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, 192,716,226 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 87.35 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     191,855,064         554,912
Howard D. Elias       146,063,014       3,254,813
Stuart J. Epstein     191,859,836         550,140
Lidia Fonseca         191,447,791         962,185
Karen H. Grimes       191,861,617         548,359
David T. Lougee       148,682,557         635,270
Scott K. McCune       188,488,845       3,921,132
Henry W. McGee        191,852,467         557,509
Susan Ness            191,835,583         574,393
Bruce P. Nolop        191,844,097         565,879
Neal Shapiro          147,096,955       2,220,872
Melinda C. Witmer     191,448,381         961,595




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Standard General L.P.'s Nominees





Nominee                    For            Withheld

Colleen B. Brown 42,259,262 832,887 Carlos P. Salas 20,246,012 22,846,137 Elizabeth A. Tumulty 20,246,012 22,846,137






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




 Votes For    Votes Against   Abstentions
191,734,533      140,703        840,990




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




 Votes For    Votes Against   Abstentions   Broker Non-Votes
154,728,841    27,893,960      9,787,173        306,252




    (4)  Approval of a Company proposal regarding Elimination of Supermajority
         Voting Provisions




 Votes For    Votes Against   Abstentions   Broker Non-Votes
190,546,831      837,071       1,026,074        306,250


Item 8.01. Other Events.

On May 7, 2021, 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

   3.1            Fourth Restated Certificate of Incorporation of TEGNA Inc.

   3.2            By-laws of TEGNA Inc., as amended through May 12, 2021

  99.1            Press Release of TEGNA Inc., dated May 7, 2021.

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




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