UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
TEGNA Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945
TEGNA INC.
ANNUAL MEETING OF SHAREHOLDERS Thursday, May 4, 2017 10:00 a.m.
TEGNA Inc. 7950 Jones Branch
Drive McLean, VA 22107
Directions to the TEGNA Inc. Annual Meeting are available in the proxy statement which can be viewed at www.proxydocs.com/tgna.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 4, 2017.
Notice is hereby given that the Annual Meeting of Shareholders of TEGNA Inc. will be held at 7950 Jones Branch Drive, McLean, VA on May 4, 2017 at 10:00 a.m.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting.
The Proxy Statement and Annual Report are available at www.proxydocs.com/tgna
If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before April 21, 2017 to facilitate timely delivery.
Matters intended to be acted upon at the meeting are listed below.
The Board of Directors
recommends that you vote FOR all of the nominees listed and FOR proposals 2 and 3:
1. ELECTION OF DIRECTORS: Nominees are:
1a. Jennifer Dulski 1d. Jill Greenthal 1g. Scott K. McCune 1j. Bruce P. Nolop
1b. Howard D. Elias 1e. Marjorie
Magner 1h. Henry W. McGee 1k. Neal Shapiro
1c. Lidia Fonseca 1f. Gracia C. Martore 1i. Susan Ness
2. COMPANY PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.
3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company’s named executive officers.
The Board of Directors recommends a vote for EVERY YEAR for Proposal 4.
4.
NON-BINDING ADVISORY VOTE ON THE FREQUENCY of future advisory votes to approve the compensation of the Company’s named executive officers.
THIS IS NOT A FORM FOR VOTING
You may immediately vote your proxy on the Internet at:
www.proxypush.com/tgna
• Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m.
(CT) on May 3, 2017.
• Please have this Notice and the last four digits of your Social Security Number or Tax Identification Number available. Follow the
instructions to vote your proxy.
Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy
card.
To request paper copies of the proxy materials, which include the proxy card, proxy statement and annual report, please contact us via:
Internet/Mobile – Access the Internet and go to www.investorelections.com/tgna. Follow the instructions to log in and order copies.
Telephone – Call us free of charge at 866-870-3684 in the U.S. or Canada, using a touch-tone phone, and
follow the instructions to log in and order copies.
Email – Send us an email at paper@investorelections.com with “TGNA Materials Request” in the subject line.
The email must include:
• The 11-digit control # located in the box in the upper right hand corner on the front of this notice.
• Your preference to receive printed materials via mail -or- to receive an email with links to the electronic materials.
• If you choose email delivery you must include the email address.
• If you would like
this election to apply to delivery of material for all future meetings, write the word “Permanent” and include the last 4 digits of your Social Security Number or Tax ID number in the email.