USA TODAY Co., Inc. (TDAY) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting for Gannett Co., Inc. Our host for today's call is Michael Reed, Chief Executive Officer. [Operator Instructions] I would now like to turn the call over to your host. Mr. Reed, you may begin.

Thank you. Good morning, everyone, and welcome to the Gannett Co., Inc. Special Meeting of Stockholders today on February 26, 2001 (sic) [ February 26, 2021 ]. I am Michael Reed, Chief Executive Officer of Gannett Co., Inc. and Chair of the company's Board of Directors. It is my pleasure to welcome all of you to the Special Meeting of Stockholders. We are conducting the special meeting virtually via webcast. We have adopted this meaning format due to concerns related to the COVID-19 pandemic and to improve access and facilitate participation by our stockholders during this time. At this meeting, we will introduce and act upon the proposal described in the proxy statement previously made available to the stockholders by the Board of Directors in connection with this meeting. This meeting is subject to our rules of conduct and procedures, which are available within the portal you are using to attend this meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Thanks for your cooperation on that. Stockholders that have accessed the meeting using their unique control number can vote and submit questions within the portal. As stated in the rules of conduct and procedures, we ask that you restrict yourself to questions that pertain to the agenda that is before us. In a moment, I will be calling the meeting to order. At this time, I would like to introduce Polly Grunfeld Sack, who will act as Secretary of the meeting. [ Kevin Chau ], a representative of The Carideo Group Inc., which is an affiliate of Broadridge Financial Solutions Inc., has been appointed to act as inspector of election and has filed his oath as inspector of election with the secretary prior to the meeting. I am now directing that a copy of the oath be annexed to the minutes of this meeting as Exhibit A and filed in the minute book. As with every stockholders' meeting, there are a series of corporate formalities and matters of official business to which we must attend. This meeting is held pursuant to notice first made available on or about January 8, 2021, to each stockholder of record on December 29, 2020. Ms. Grunfeld Sack has in her possession a copy of the affidavit of distribution to the stockholders of the Notice of Meeting and proxy materials. The affidavit will be annexed to the minutes of this meeting as Exhibit B and filed in the company's minute book. According to Mr. Chau, we have present, in person or by proxy, holders of over 89.2 million shares of the company entitled to vote. And therefore, we have a quorum. Based on Mr. Chau's report, I now declare this meeting officially open for business. The next matter of business is to consider and act upon the proposal described in the notice and proxy statement previously made available to the stockholders in connection with this meeting. The proposal is the approval for purposes of Rule 312.03(c) of the New York Stock Exchange of the issuance of the maximum number of shares of the company's common stock issuable upon conversion of the company's 6% senior secured convertible notes due 2027. Those of you who have not previously voted and wish to vote or those that have voted but wish to change your vote, you may do so now by clicking on the voting link available within the portal that you are using to attend this meeting. You must be logged in as a stockholder having used your unique 16-digit control number to have the ability to vote your shares. If you have already voted by Internet or telephone or sent in your proxy card and do not intend to change your vote, then it is not necessary that you vote again. We will now process the votes. And in just a moment, we will report the results of the meeting. [Voting]

At this point, the polls are now closed. Will the inspector of election please report the results of the voting?

This is Mr. Chau. Based on the number of votes cast in person or by proxy, the proposal has received the required number of votes. And as a result, the stockholders have approved for purposes of Rule 312.03(c) of the New York Stock Exchange of the issuance of the maximum number of shares of the company's common stock issuable upon conversion of the company's 6% senior secured convertible notes due 2027.

Thank you, Mr. Chau. There being no other business to properly come before the meeting, please file your report of the results of the voting with the secretary. And the secretary is directed to annex the report as Exhibit C to the minutes. I would like to thank all the stockholders who participated in this special meeting. And there being no further business, the meeting is adjourned. Thank you.

This now concludes the meeting. Thank you for joining, and have a pleasant day.