8-K

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): October 6, 2011

GANNETT CO., INC.

(Exact name of registrant as specified in charter)

Delaware	1-6961	16-0442930
(State or Other Jurisdiction of Incorporation or Organization of Registrant)	(Commission File Number)	(I.R.S. Employer Identification No.)
7950 Jones Branch Drive, McLean, Virginia		22107-0910
(Address of principal executive offices)		(Zip Code)

(703) 854-6000

(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))

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

1. Resignation of Craig A. Dubow as Chairman, Director and Chief Executive Officer

On October 6, 2011, Craig A. Dubow resigned as chairman of the board of directors (the “Board”), director and chief executive officer of Gannett Co., Inc. (the “Company”), effective immediately, to address continuing issues relating to prior medical conditions. In connection with his resignation, Mr. Dubow will receive the benefits and payments which become payable in connection with a termination of his employment related to a disability, in accordance with his employment agreement with the Company dated as of February 27, 2007 (such employment agreement previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006), and as amended on August 7, 2007 (such amendment previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2007) and December 24, 2010 (such amendment previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).

2. Appointment of Gracia C. Martore as Chief Executive Officer and Director

On October 6, 2011, the Board appointed Gracia C. Martore as chief executive officer and director, replacing Mr. Dubow in both capacities. Ms. Martore, 60, currently serves as the president and chief operating officer of the Company. Ms. Martore previously served as an executive vice president and the chief financial officer of the Company from 2006 to 2010 and as a senior vice president and the chief financial officer of the Company from 2003 to 2006.

3. Appointment of Marjorie Magner as Chairman of the Board

On October 6, 2011, the Board appointed Marjorie Magner as chairman of the Board.

4. Resignation of Marjorie Magner as Chairman of the Audit Committee

On October 6, 2011, Ms. Magner resigned as chairman of the Audit Committee of the Board.

5. Appointment of John Cody as Chairman of the Audit Committee

On October 6, 2011, the Board appointed John Cody as chairman of the Audit Committee of the Board.

Item 7.01. Regulation FD Disclosure

A press release announcing Mr. Dubow’s resignation and the appointments of Ms. Martore as chief executive officer and Ms. Magner as chairman is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 99.1

Press Release dated October 6, 2011.

SIGNATURE

Pursuant to 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.

	Gannett Co., Inc.
Date: October 7, 2011	By:	/s/ Todd A. Mayman
		Todd A. Mayman
		Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release dated October 6, 2011

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Thursday, October 06, 2011

Craig Dubow resigns as Chairman and CEO of Gannett

Marjorie Magner named Chairman; Gracia Martore named CEO

McLEAN, VA – Gannett Co., Inc. (NYSE: GCI) today announced that Craig A. Dubow, chairman and chief executive officer, has resigned due to disability. Dubow had taken a leave of absence on September 15 to address continuing issues relating to prior medical conditions.

Marjorie Magner, an independent director since 2006 who has been chairman of the audit committee, has been named non-executive chairman of the board. Gracia C. Martore, president and chief operating officer, who has been serving as principal executive officer while Mr. Dubow was on medical leave, has been named president and chief executive officer and joined Gannett’s Board of Directors.

“I’ve been with Gannett for 30 amazing years,” said Dubow. “I am extremely proud of where we are today as a company. We have always maintained an unwavering focus on the consumer. As a result, we have evolved into a digitally led media and marketing solutions company committed to delivering trusted news and information anywhere, anytime. For me, the decision to step down was difficult, but I must now focus on my health and my family. I will miss working with the talented team at Gannett and firmly believe the company’s best days lie ahead. Gannett is in good hands under Gracia’s leadership and well positioned to succeed going forward.”

“During the past six years, Craig has repositioned Gannett as a leading media and marketing solutions company during an extremely challenging time for our industry,” said Magner. “Craig championed our consumers and their ever-changing needs for news and information. He was instrumental in building a strong management team combining talent from within the company as well as from the outside — a team that shares a common passion and vision for Gannett’s future. We thank Craig for his dedication and for the solid foundation he has laid for the company going forward.”

Magner continued, “We are very fortunate to have an executive of Gracia’s tenure and caliber in place and ready to lead the ongoing transformation of the company for long-term growth. She is smart, straightforward and committed to Gannett’s mission to provide trusted news and information and serve our many communities. Gracia has a proven track record and has demonstrated effective leadership over 26 years at the company. Most importantly she has an incredible sense of responsibility for ensuring Gannett’s continued success.”

“I have great admiration for what Craig has achieved in building our business to meet the changing needs of consumers and businesses today. We will miss him and wish him and his family the very best,” said Martore. “I am honored to be assuming the lead at Gannett at this time. We will continue our relentless quest to provide trusted news and information and will actively support the people and businesses in the communities we serve. We have the strategy, brands and talent to ensure that we fulfill our purpose for a long time to come.”

Magner is Managing Partner of Brysam Global Partners, a private equity firm investing in financial services firms with a focus on consumer opportunities in emerging markets. Magner left Citigroup in 2005 after 18 years, most recently as Chairman and CEO of the Global Consumer Group. She is also a director of Accenture Ltd. and Ally Financial Inc.

Martore joined Gannett in 1985 after 12 years in banking and became chief financial officer in 2003, executive vice president in 2006, and president and chief operating officer in 2010. She serves on the Board of Directors of FM Global and holds a BA degree in History and Political Science from Wellesley College where she was a Wellesley Scholar.

-More -

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 100 million people every month through its powerful network of broadcast, digital, mobile and publishing properties. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions across any platform. Gannett is committed to connecting people – and the companies who want to reach them – with their interests and communities. For more information, visit www.gannett.com.

# # #

For media inquiries, contact:	For investor inquiries, contact:
Robin Pence	Jeffrey Heinz
Vice President, Corporate Communications	Director, Investor Relations
703-854-6049	703-854-6917
rpence@gannett.com	jheinz@gannett.com