Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
In connection with a change to the record-keeper of the TEGNA Inc. (the
"Company") 401(k) Savings Plan (the "Plan"), more than 50% of the participants
in the Plan will be temporarily unable to exercise certain rights otherwise
available under the Plan with respect to the TEGNA stock fund (the "blackout").
On July 22, 2021, the Company sent a notice (the "Blackout Notice") to its
directors and officers who are subject to Section 16 of the Securities Exchange
Act of 1934, as amended, informing them that a blackout will be imposed as
described below. The blackout is expected to begin after the market closes on
August 26, 2021 and end during the week of September 19, 2021.
Section 306 of the Sarbanes-Oxley Act of 2002, as amended, and Regulation BTR,
issued by the U.S. Securities and Exchange Commission, generally impose
restrictions on trading by executive officers and directors in the event that
50% or more of the issuer's 401(k) plan participants are so restricted.
During the blackout, subject to certain limited exceptions, directors and
executive officers will be prohibited from directly or indirectly purchasing,
selling, acquiring or transferring any TEGNA common stock or derivative security
with respect to TEGNA common stock acquired in connection with their service or
employment as a director or executive officer of TEGNA.
On July 22, 2021, the Plan administrator of the Plan delivered notice to the
Company of the trading restrictions relating to the Plan pursuant to
Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as
amended.
Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy
of the Blackout Notice.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Form of Notice of Blackout Period to Directors and Executive
Officers, dated as of July 22, 2021.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File
is embedded within the Inline XBRL document)
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