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

I'm Mike Reed, Chief Executive Officer of Gannett and Chairman of the company's Board of Directors. It is my pleasure to welcome all of you to this annual meeting of our stockholders. We are conducting the annual meeting virtually via webcast. We have adopted this meeting format to improve access and facilitate participation by our stockholders at this meeting. At this meeting, we will introduce and act upon the proposals described in the proxy statement previously made available to our shareholders 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 you abide by these rules. And thanks for your cooperation on that. Stockholders that have accessed this 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 this morning. 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. And Kevin Chau, a representative of The Carideo Group which is an affiliate of Broadridge Financial Solutions, and he 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 stockholder 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 April 28, 2021, to each stockholder of record on April 15, 2021. 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 111,628,651 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 proposals described in the notice and proxy statement previously made available to the stockholders in connection with this meeting. The first proposal is the election of 9 directors of the company to hold office until the 2022 annual meeting of stockholders. The Board recommends the election of Vinayak Hegde, Theodore Janulis, John Jeffry Louis III, Maria Miller, Mike Reed, Debra Sandler, Kevin Sheehan, Larry Tarica and Barbara Wall. We have received no further nominations, and I declare the nominations closed. The second proposal is the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The third proposal is the advisory vote on executive compensation. The fourth proposal is the advisory vote on the frequency of future advisory votes and executive compensation. The fifth proposal is approval of amendments to the company's amended and restated bylaws to implement majority voting in uncontested director elections. The sixth proposal is the vote on the approval of amendments to the company's organizational documents, eliminating certain super majority voting provisions. The seventh proposal is the vote on the approval of the Rights Agreement dated April 6, 2020, between the company and American Stock Transfer & Trust Company designed to preserve the value of certain tax assets associated with the company's net operating losses under Section 382 of the internal revenue code of 1986 as amended. 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 you are using to attend this meeting. You must be logged in as a stockholder, having used your unique control number to have the ability to vote your shares. If you have already voted by Internet or telephone or send 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 in just a moment we will report the questions of the meeting. There were no shareholder questions submitted to the portal that pertain to today's business. Questions submitted to the portal that included shareholder contact information, but did not pertain to today's business will be addressed by our Investor Relations team directly. So you can also reach out to our team at any time at investors@gannett.com. At this point, the polls are now closed. And will the inspector of election, please report the results of the voting.

Based on the number of votes cast in person or by proxy, for Proposal #1, each director have been duly elected. For Proposal #2, the stockholders have been -- have ratified the selection of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. For Proposal #3, the stockholders have approved on an advisory basis the compensation of the company's executive officers. For proposal #4, the stockholders votes on an executive compensation. For Proposal #5, the stockholders have not approved the proposal requesting majority voting in uncontested elections of directors. For proposal #6, the stockholders have not approved the approval of amendments to the company's organizational documents, eliminating certain super majority voting provisions. And for Proposal #7, the stockholders approved the Rights Agreement dated April 6, 2020, 2020 between the company and American Stock Transfer & Trust company.

Thank you, Kevin. 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 annexed the report as exhibits to the minutes. The company plans on publishing the final voting results in the current report on Form 8-K to be filed with the SEC within 4 business days after today's meeting. I would like to thank all the stockholders who participated in this annual meeting. And there being no further business, the meeting is adjourned at this time. Thank you.