UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendments to Third Restated Certificate of Incorporation
On May 7, 2021, TEGNA Inc. (the “Company”) held the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As discussed in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation (the “Charter”) eliminating all supermajority voting provisions set forth therein.
The Charter Amendments were previously approved by the Board of Directors (the “Board”) of the Company, subject to shareholder approval. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 12, 2021.
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Fourth Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Amendment to By-laws
As a result of the approval by the Company’s shareholders of the Charter Amendment, the Board approved the By-laws of the Company, as amended through May 12, 2021 (the “By-laws”) to eliminate all supermajority voting provisions set forth therein.
The foregoing description of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As described in Item 5.03 above, on May 7, 2021, 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 12, 2021, the record date for the Annual Meeting, 220,626,646 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, 192,716,226 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 87.35 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 |
191,855,064 | 554,912 | ||||||
| Howard D. Elias |
146,063,014 | 3,254,813 | ||||||
| Stuart J. Epstein |
191,859,836 | 550,140 | ||||||
| Lidia Fonseca |
191,447,791 | 962,185 | ||||||
| Karen H. Grimes |
191,861,617 | 548,359 | ||||||
| David T. Lougee |
148,682,557 | 635,270 | ||||||
| Scott K. McCune |
188,488,845 | 3,921,132 | ||||||
| Henry W. McGee |
191,852,467 | 557,509 | ||||||
| Susan Ness |
191,835,583 | 574,393 | ||||||
| Bruce P. Nolop |
191,844,097 | 565,879 | ||||||
| Neal Shapiro |
147,096,955 | 2,220,872 | ||||||
| Melinda C. Witmer |
191,448,381 | 961,595 | ||||||
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Standard General L.P.’s Nominees
| Nominee |
For | Withheld | ||||||
| Colleen B. Brown |
42,259,262 | 832,887 | ||||||
| Carlos P. Salas |
20,246,012 | 22,846,137 | ||||||
| Elizabeth A. Tumulty |
20,246,012 | 22,846,137 | ||||||
| (2) | Ratification of Appointment of Independent Registered Public Accounting Firm |
| Votes For |
Votes Against |
Abstentions | ||
| 191,734,533 |
140,703 | 840,990 |
| (3) | Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 154,728,841 |
27,893,960 | 9,787,173 | 306,252 |
| (4) | Approval of a Company proposal regarding Elimination of Supermajority Voting Provisions |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 190,546,831 |
837,071 | 1,026,074 | 306,250 |
| Item 8.01. | Other Events. |
On May 7, 2021, 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 | |
| 3.1 | Fourth Restated Certificate of Incorporation of TEGNA Inc. | |
| 3.2 | By-laws of TEGNA Inc., as amended through May 12, 2021 | |
| 99.1 | Press Release of TEGNA Inc., dated May 7, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| Date: May 12, 2021 | TEGNA Inc. | |||
| By: | /s/ Akin S. Harrison | |||
| Akin S. Harrison | ||||
| Senior Vice President, General Counsel and Secretary | ||||
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