Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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Executive Transition and Board Appointments
On June 17, 2024, TEGNA Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Michael Steib as President
and Chief Executive Officer and as a member of the Board, effective as of August 12, 2024 (the “Transition Date”). Mr. Steib succeeds David T. Lougee, who will retire as President and Chief Executive Officer of the Company and resign as a member
of the Board, in each case, effective as of the Transition Date.
Mr. Steib, 47, has been the Chief Executive Officer and a member of the board of directors of Art.sy, Inc. (doing business as Artsy), an
online art marketplace, since July 2019. From July 2013 to January 2019, Mr. Steib served as President and Chief Executive Officer of XO Group, parent company of The Knot. Prior to that, Mr. Steib served as the Chief Executive Officer of
vente-privee devient Veepee from July 2011 to March 2013, held various executive positions at Google Inc. (now Alphabet Inc (NASDAQ: GOOG)) from January 2007 to July 2011, and held various executive positions at NBCUniversal from April 2001 to
January 2007. Mr. Steib served as a member of the board of directors of Ally Financial Inc. (NYSE: ALLY) from July 2015 to March 2024. He is a published author and podcast host on leadership and professional development, and holds B.A. degrees in
economics and international relations from the University of Pennsylvania.
Also on June 17, 2024, the Company announced that, effective as of July 1, 2024, the Board increased the size of the Board from nine to
eleven directors and appointed each of Catherine Dunleavy and Denmark West to the Board, to serve until the Company’s 2025 annual meeting of stockholders. The Board has affirmatively determined that Ms. Dunleavy and Mr. West are “independent”
under the rules of the New York Stock Exchange.
Ms. Dunleavy and Mr. West will receive compensation for their service on the Board in accordance with the Company’s standard compensatory
arrangements for non-employee directors. A description of the compensatory arrangements for non-employee directors is included in the Company’s proxy statement on Schedule 14A for its 2024 annual meeting of stockholders, which was filed with the
U.S. Securities and Exchange Commission on March 11, 2024.
There are no arrangements or understandings between Ms. Dunleavy or Mr. West and any other person pursuant to which Ms. Dunleavy or Mr.
West was selected to serve as a director of the Company. Neither Ms. Dunleavy or Mr. West nor any of their respective related persons (as defined in Item 404(a) of Regulation S-K under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”))
is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.
Offer Letter with Mr. Steib
On June 17, 2024, the Company and Mr. Steib entered into an offer letter pursuant to which Mr. Steib’s annual base salary is $1,000,000
and his target annual bonus opportunity is 150% of his annual base salary. Mr. Steib’s annual bonus for 2024 will be paid at the target level and prorated based on the number of days he is employed by the Company in 2024. In connection with his
commencement of employment, Mr. Steib will be granted a restricted stock unit award with a grant date value of $4,000,000 and a performance stock unit award with a target grant date value of $2,000,000, which collectively represent his long-term
incentive opportunity for 2024 and a make-whole of certain compensation he forfeited in connection with the termination of his employment with his prior employer. From and after 2025, Mr. Steib will be eligible to participate in the Company’s long
term incentive program, with a target long-term incentive opportunity of 550% of his annual base salary. Mr. Steib will be eligible to participate in the Company’s benefit plans and programs, including the Company’s Executive Severance Plan and
Change in Control Severance Plan. The offer letter also contains a perpetual nondisclosure covenant.
Letter Agreement with Mr. Lougee
On June 17, 2024, the Company and Mr. Lougee entered into a letter agreement, which provides that, as of the Transition Date, Mr. Lougee
will retire as President and Chief Executive Officer and assume the position of Senior Advisor. Mr. Lougee’s employment as Senior Advisor will continue until August 31, 2025 (such period, the “Advisory Period”), unless terminated earlier in
accordance with the terms of the letter agreement.
The letter agreement provides that, in consideration for his services as Senior Advisor, Mr. Lougee will receive an annual base salary of
$550,000 and will be eligible for an annual bonus for 2024, based on actual performance for the full year and prorated based on his period of service in 2024 as President and Chief Executive Officer of the Company. Any equity awards and the cash
retention award that Mr. Lougee holds as of the Transition Date will continue to vest during the Advisory Period. The letter agreement provides that any restrictive covenants applicable to Mr. Lougee as of the Transition Date will continue to
apply during the Advisory Period.
If the Company terminates the Advisory Period without cause prior to August 31, 2025, Mr. Lougee will remain eligible for the
compensation and benefits contemplated by the letter agreement. If the Advisory Period terminates due to Mr. Lougee’s death or disability, Mr. Lougee will remain eligible for a prorated annual bonus for 2024 and continued vesting of certain cash
retention and equity awards granted in August 2023. The foregoing severance benefits are subject to Mr. Lougee’s execution of a release of claims and compliance with all applicable restrictive covenants.
The foregoing descriptions of the terms and conditions of the offer letter with Mr. Steib and the letter agreement with Mr. Lougee do not
purport to be complete and are qualified in their entirety by reference to the full text thereof, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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A copy of the press release issued by the Company on June 17, 2024 regarding the executive transition and director appointments is
furnished as Exhibit 99.1 to Current Report on Form 8-K.
This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.