Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Amendments to Third Restated Certificate of Incorporation
On
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
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
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
As of the close of business on
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 1
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Nominee For Withheld
(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
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 3.1 Fourth Restated Certificate of Incorporation ofTEGNA Inc. 3.2 By-laws ofTEGNA Inc. , as amended throughMay 12, 2021 99.1 Press Release ofTEGNA Inc. , datedMay 7, 2021 . Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -2-
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