Gannett Announces Corporate Governance for Publishing Company Spin-off
Carl Icahn Withdraws Board Nominations and Other Proxy Proposals
The corporate governance profile for the new publishing company will include:
- The Board of Directors will be elected annually
- Special meetings can be called by holders of 20% of the outstanding shares
- If a shareholder rights plan is adopted, it will expire after 135 days unless extended by a majority vote of shareholders
- A majority voting standard will apply to uncontested director elections
- No supermajority voting provisions unless required by law
In connection with Gannett’s establishment of these governance
provisions for the publishing company,
Additional details regarding the separation and the new publishing
company will be outlined in Gannett’s preliminary information statement
to be included in the registration statement on Form 10 expected to be
filed by the new publishing company this month with the
The agreement between
Forward Looking Statements
Any statements contained in this communication that do not describe
historical facts may constitute forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995,
including the potential distribution of Gannett’s Publishing business to
its shareholders and the expected financial results of the two companies
after the separation. Any forward-looking statements contained herein
are based on our management's current beliefs and expectations, but are
subject to a number of risks, uncertainties and changes in
circumstances, which may cause actual results or company actions to
differ materially from what is expressed or implied by these statements.
There is no assurance as to the timing of the spin-off or whether it
will be completed. Economic, competitive, governmental, technological
and other factors and risks that may affect Gannett’s operations or
financial results are discussed in our Annual Report on Form 10-K for
the fiscal year ended
About
Source:
Gannett Co., Inc.
For media inquiries:
Jeremy Gaines,
703-854-6049
Vice President, Corporate Communications
jmgaines@gannett.com
or
Sard
Verbinnen & Co.
George Sard/Stephanie Pillersdorf/Pamela Blum
212-687-8080
or
For
investor inquiries:
Jeffrey Heinz, 703-854-6917
Vice
President, Investor Relations
jheinz@gannett.com