-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrIurIHBE6h9KNFvdskPhUUpBkplaK8uZWNakxQpSRKXStCp4DPIpCuKQXDzY4pF 84CAijjGuCtkNyw9BS1m8g== 0001123292-05-000797.txt : 20051004 0001123292-05-000797.hdr.sgml : 20051004 20051004134625 ACCESSION NUMBER: 0001123292-05-000797 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051001 FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GANNETT CO INC /DE/ CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 160442930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 BUSINESS PHONE: 7038546000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON SUSAN CLARK CENTRAL INDEX KEY: 0001039021 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06961 FILM NUMBER: 051120697 BUSINESS ADDRESS: BUSINESS PHONE: 7038546000 MAIL ADDRESS: STREET 1: GANNETT CO INC STREET 2: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2005-10-01 0 0000039899 GANNETT CO INC /DE/ GCI 0001039021 JOHNSON SUSAN CLARK GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 0 1 0 0 Pres/Gannett Newspaper Div Common Stock 16132 D Common Stock 1031.907 I By 401(k) Common Stock 1052 I By spouse Phantom Stock Common Stock 1909.69 D Employee Stock Option (right to buy) 59.50 2007-12-09 Common Stock 4750 D Employee Stock Option (right to buy) 65.00 2008-12-08 Common Stock 27500 D Employee Stock Option (right to buy) 74.50 2009-12-07 Common Stock 30000 D Employee Stock Option (right to buy) 56.25 2010-07-24 Common Stock 17500 D Employee Stock Option (right to buy) 56.25 2009-12-07 Common Stock 5000 D Employee Stock Option (right to buy) 54.31 2010-12-05 Common Stock 12500 D Employee Stock Option (right to buy) 69.35 2001-12-04 2011-12-04 Common Stock 2800 D Employee Stock Option (right to buy) 69.35 2011-12-02 Common Stock 60000 D Employee Stock Option (right to buy) 70.21 2012-12-03 Common Stock 60000 D Employee Stock Option (right to buy) 87.33 2013-12-12 Common Stock 51000 D Employee Stock Option (right to buy) 80.90 2012-12-10 Common Stock 48000 D Based on the most recent quarterly plan statement available dated as of September 23, 2005. Beneficial ownership is disclaimed. These shares of phantom stock are payable on various dates selected by the reporting person or as otherwise provided in the Issuer's Deferred Compensation Plan. These shares of phantom stock convert to common stock on a one-for-one basis. The option vested in four equal annual installments beginning on December 9, 1998. The option vested in four equal annual installments beginning on December 8, 1999. The option vested in four equal annual installments beginning on December 7, 2000. The option vested in four equal annual installments beginning on July 24, 2001. The option vested in four equal annual installments beginning on December 5, 2001. The option vested as to 45,000 shares in three equal annual installments beginning on December 4, 2002, and will vest as to the remaining 15,000 on December 4, 2005. The option vested as to 30,000 shares in two equal annual installments beginning on December 3, 2003, and will vest as to the remaining 30,000 shares in two equal annual installments beginning on December 3, 2005. The option vested as to 12,750 shares on December 12, 2004, and vested as to the remaining 38,250 shares on December 23, 2004. The option will vest in four equal annual installments beginning on December 10, 2005. /s/ Thomas L. Chapple, Attorney-in-Fact 2005-10-04 EX-24 2 poa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS EACH OF THOMAS L. CHAPPLE, BARBARA W. WALL AND TODD A. MAYMAN, SIGNING SINGLY, THE UNDERSIGNED’S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Gannett Co., Inc. (the “Company”), Forms 3, 4, 5 and 144 in accordance with the Securities laws of the United States and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or other authority where such filing is required; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 26th day of September, 2005.

	/s/Susan Clark-Johnson	WITNESS: /s/ Todd Mayman
	Susan Clark-Johnson
		Todd Mayman
		Print Name

-----END PRIVACY-ENHANCED MESSAGE-----