UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
April 30, 2020
TEGNA INC.
(Exact name of registrant as specified in its charter)

Delaware
1-6961
16-0442930
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     
8350 Broad Street, Suite 2000, Tysons, Virginia
  
22102-5151
(Address of principal executive offices)
  
(Zip Code)

(703) 873-6600
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
TGNA
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 of this Current Report on Form 8-K, on April 30, 2020, the shareholders of TEGNA Inc. (the “Company”) approved the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”) at the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The material terms of the Plan are described in Proposal 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2020 (the “Proxy Statement”), which descriptions are incorporated by reference herein. The description of the Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, a copy of which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein. The Plan had previously been approved by the Company’s Board of Directors and became effective immediately upon approval of the Company’s shareholders.

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

On April 30, 2020, 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 20, 2020, the record date for the Annual Meeting, 218,352,668 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, 197,110,490 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 90.27 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
  
163,976,551
  
28,256,236
Howard D. Elias
  
107,114,316
  
755,729
Stuart J. Epstein
  
163,693,509
  
28,539,278
Lidia Fonseca
  
163,592,251
  
28,640,536
Karen H. Grimes
  
163,950,596
  
28,282,191
David T. Lougee
  
163,940,277
  
28,292,510
Scott K. McCune
  
107,131,947
  
738,098
Henry W. McGee
  
163,959,631
  
28,273,156
Susan Ness
  
163,950,910
  
28,281,877
Bruce P. Nolop
  
107,708,674
  
161,371
Neal Shapiro
  
107,726,363
  
143,682
Melinda C. Witmer
  
163,619,470
  
28,613,317

Standard General L.P.’s Nominees
Nominee
  
For
  
Withheld
Colleen B. Brown   83,960,918   419,248
Ellen McClain Haime   62,404,347   21,975,819
Soohyung Kim   62,806,007   21,574,159
Deborah McDermott   62,989,122   21,391,044

(2)
Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For
  
Votes Against
  
Abstentions
196,427,646
  
455,053
  
227,791


(3)
Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
152,992,328
  
38,716,961
  
1,112,041
  
4,289,160


(4)
Approval of the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
151,931,610
  
39,985,566
  
904,154
  
4,289,160

Item 8.01.
Other Events.

On April 30, 2020, 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
   
TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (incorporated herein by reference to Appendix B to the TEGNA Inc. Definitive Proxy Statement on Schedule 14A filed on March 25, 2020).
   
Press Release of TEGNA Inc., dated April 30, 2020.
   
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
TEGNA Inc.
     
Date: May 6, 2020
By:
/s/ Akin S. Harrison
   
Akin S. Harrison
   
Senior Vice President, General Counsel and Secretary