UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Gannett Co., 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):

PROXY STATEMENT 2019

Dear Fellow Stockholders:

We are pleased to invite you to the 2019 Annual Meeting of Stockholders of Gannett Co., Inc. (“Gannett” or the “Company”), which will be held on [●], [●], 2019, at [●] local time at [●]. Details regarding admission to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

The Company’s Board of Directors (the “Board”) and management team have made great strides in executing Gannett’s digital strategy, which is focused on serving as a trusted, comprehensive digital marketing partner to local and national businesses while also defining, strengthening and growing our communities through digital engagement with our journalism. For example:

We believe that Gannett’s future—and that of our industry—turns on thoughtful investments in journalism and marketing solutions, so we can deliver engagement when, where and how our audiences and customers demand it.

Your vote will be especially important at this year’s Annual Meeting. As you may know, MNG Enterprises, Inc. (“MNG”) has announced that it intends to nominate a slate of six candidates to stand for election to your Board of Directors at this year’s Annual Meeting, all of whom are affiliated with MNG and/or the hedge fund that controls MNG, Alden Global Capital LLC (“Alden”). These nominations have been submitted in the wake of your Board’s rejection of an unsolicited proposal to acquire Gannett received from MNG earlier this year. After careful review and consideration, conducted in consultation with its financial and legal advisors, your Board of Directors concluded that MNG’s unsolicited proposal undervalues Gannett and would pose significant risks and uncertainty for Gannett’s stockholders, as we expect the transaction would face obstacles with respect to financing, antitrust and pension matters, among others.

In light of the close ties of MNG’s nominees to MNG and Alden and the circumstances of their nomination, your Board believes that all of MNG’s nominees are inherently conflicted and have been chosen by MNG to serve MNG’s and Alden’s interests, rather than the interests of all of our stockholders.

Your Board of Directors urges you to protect your investment by voting “FOR” the election of the eight director nominees recommended by your Board on the WHITE proxy card.

On behalf of the Board and management, we extend our appreciation for your support and interest in Gannett.

Sincerely,

John Jeffry Louis				Robert J. Dickey
Chairman of the Board				President and Chief Executive Officer

7950 Jones Branch Drive, McLean, Virginia 22107 (703) 854-6000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2019

Meeting Information:

 

DATE:		[●], 2019
TIME:		[●]
PLACE:		[●]
		[●]
		[●]

How to Vote:

 

IN-PERSON		ONLINE		BY PHONE		BY MAIL
YOUR VOTE IS VERY IMPORTANT, ESPECIALLY IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY MNG. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE AS SOON AS POSSIBLE BY SIGNING AND DATING THE ENCLOSED WHITE PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR BY VOTING VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED WHITE PROXY CARD. VOTING NOW WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING. YOU MAY STILL ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, EVEN IF YOU HAVE ALREADY VOTED BY PROXY.   IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE WITH VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED. STOCKHOLDERS CALL TOLL-FREE: (877) 456-3507. BANKS AND BROKERS CALL: (212) 750-5833.

By Action of the Board of Directors,

Elizabeth A. Allen

Vice President, Associate General Counsel

and Secretary

McLean, Virginia

[●], 2019

This Notice of Annual Meeting and Proxy Statement are first being furnished to stockholders on or about [●], 2019.

PROXY STATEMENT

2019 ANNUAL MEETING OF STOCKHOLDERS

To assist you in reviewing the proposals to be considered and voted upon at our Annual Meeting, we have summarized information contained elsewhere in this Proxy Statement or in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. This summary does not contain all of the information you should consider about the Company and the proposals being submitted to stockholders at the Annual Meeting. We encourage you to read the entire Proxy Statement and Annual Report carefully before voting.

2019 Annual Meeting of Stockholders

Meeting Agenda and Voting Matters

Your vote is especially important this year in light of MNG’s proxy contest. You may receive solicitation materials from MNG, including proxy statements and [●] proxy cards, seeking your proxy to vote for MNG’s six Board nominees. The Company’s Board of Directors unanimously recommends that you vote “FOR” the election of each of the Board’s nominees on the enclosed WHITE proxy card and urges you not to sign or return any [●] proxy card sent to you by MNG. If you have already voted using a [●] proxy card sent to you by MNG, you can revoke it by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only your last-dated proxy will count.

Gannett Board Nominees

Company Highlights

As previously announced, Robert J. Dickey, currently our President and Chief Executive Officer and a director of the Company, intends to retire on May 7, 2019 (or if earlier, when a successor CEO assumes office) and is not standing for reelection at the Annual Meeting. In addition, as announced on January 31, 2019, Tony A. Prophet, a current director of the Company, has decided not to stand for reelection. Effective upon the election of directors at the Annual Meeting, the number of directors constituting the Board will be reduced from ten to eight.

Company Highlights

OUR STRATEGIC PLAN

Our vision is to become essential to consumers and marketers seeking meaningful connections with their communities across digital, print, and other channels. The Company is committed to a business strategy that drives audience growth and engagement by delivering the deeper content experiences our audiences value while offering the products and marketing expertise our advertisers desire. We believe the execution of this strategy should allow the Company to continue its evolution from a more traditional print media business to a digitally focused media and marketing services business.

Highlighted below are the key elements of this strategy, as well as ways in which the Company advanced its strategic plan in 2018.

Company Highlights

CORPORATE GOVERNANCE

Important corporate governance practices of the Company include the following:

EXECUTIVE COMPENSATION

Core Elements of the 2018 Program

Company Highlights

Our Major Compensation Governance Practices

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Why am I receiving these proxy materials?

These proxy materials are being furnished to you in connection with the solicitation of proxies by our Board of Directors for the 2019 Annual Meeting of Stockholders to be held on [●], [●], 2019 at [●] local time at [●]. The proxy materials include our Notice of Annual Meeting of Stockholders, Proxy Statement and WHITE proxy card. WHITE proxy cards are being solicited on behalf of our Board of Directors. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and furnish you with the information you need in order to vote, whether or not you attend the Annual Meeting.

A copy of our 2018 Annual Report, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, accompanies these proxy materials. The Company’s Annual Report and Form 10-K are not proxy soliciting materials.

On what proposals am I being asked to vote and how does the Board recommend that I vote?

You are being asked to vote on the proposals below, and the Board unanimously recommends that you vote using the WHITE proxy card as indicated next to each proposal below:

Please note that MNG has stated its intention to propose six alternative director nominees for election at the 2019 Annual Meeting in opposition to the nominees recommended by our Board of Directors. The MNG nominees have NOT been endorsed by the Board, and the Board unanimously recommends that you vote “FOR” each of the Board’s nominees for director on the enclosed WHITE proxy card. The Board strongly urges you NOT to sign or return any proxy card sent to you by MNG. Please see “What should I do if I receive a [●] proxy card from MNG?” below for more information.

Your vote is especially important this year in light of MNG’s proxy contest. Whether or not you plan to attend the Annual Meeting, we urge you to vote as soon as possible using the enclosed WHITE proxy card. Please see “How do I vote my shares?” below for more information on how to vote.

What should I do if I receive a [●] proxy card from MNG?

The Company recommends that you disregard and do not return any [●] proxy card you receive from MNG. It will NOT help elect the Board’s nominees if you sign and return a [●] proxy card sent by MNG, even if you withhold (or abstain from voting) on MNG’s director nominees. Doing so will cancel any previous vote you may have cast on our WHITE proxy card. The only way to support the Board’s nominees is to vote “FOR” the Board’s nominees using our WHITE proxy card and to disregard, and not return, any other color proxy card you receive.

If you have already voted using the [●] proxy card sent to you by MNG, you have every right to change your vote by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. See “How may I revoke or change my vote?” for more information.

What does it mean if I receive more than one WHITE proxy card?

It generally means your shares are registered differently or are held in more than one account. Please provide voting instructions for each WHITE proxy card you receive or, if you vote via the Internet or by telephone, vote once using each WHITE proxy card you receive to ensure that all of your shares are voted.

In addition, if MNG proceeds with its previously announced alternative director nominations, you will likely receive multiple mailings from MNG, and the Company will likely conduct multiple mailings prior to the date of the Annual Meeting so that our stockholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. Only the latest validly executed proxy card you submit will be counted. If you wish to vote as recommended by the Board, you should only submit the WHITE proxy card. Please see “What should I do if I receive a [●] proxy card from MNG?” above for more information.

Will there be any other items of business addressed at the Annual Meeting?

As of the date of this Proxy Statement, we are not aware of any business to be brought before the Annual Meeting, other than the matters described in our Notice of Annual Meeting of Stockholders. If any other matters properly come before the Annual Meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.

What must I do if I want to attend the Annual Meeting in person?

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner of shares of the Company’s common stock as of the close of business on [●], 2019, which is the record date for the Annual Meeting (the “Record Date”).

Admission to the Annual Meeting is by ticket only. We will provide each stockholder with one admission ticket upon request. Either you or your proxy may use your ticket. If you are a stockholder of record and plan to attend the Annual Meeting, please call the Company’s stockholder services department at (703) 854-6960 to request a ticket. If you are a beneficial owner that holds shares through an intermediary, such as a bank or broker, and you plan to attend the Annual Meeting, please send a written request for a ticket, along with proof of share ownership as of the Record Date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares, confirming ownership to: Secretary, Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107. Requests for admission tickets will be processed in the order in which they are received and must be received no later than [●], 2019. To obtain directions to attend the Annual Meeting, please call the Company’s stockholder services department at (703) 854-6960.

Admission will begin at [●], local time, on the date of the Annual Meeting, and you must present your admission ticket, along with valid picture identification, such as a driver’s license or passport, and, if asked, proof of share ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting.

Who may vote at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had approximately [●] shares of common stock outstanding and entitled to vote. Each share is entitled to one vote on each proposal.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If on the Record Date your shares were registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Please see “How do I vote my shares?” below for more information on how to vote.

Beneficial Owner of Shares Held in Street Name. If on the Record Date your shares were held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you generally have the right to direct that organization how to vote the shares held in your account. Please see “How do I vote my shares?” below for more information on how to vote.

How do I vote my shares?

Stockholder of Record. If you are a stockholder of record (including through the Company’s Dividend Reinvestment Plan), you may vote in any of the following four ways:

Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares in advance via the Internet, by telephone or by completing and signing the enclosed WHITE proxy card and returning it in the postage-paid envelope provided. Voting now will not limit your right to change your vote or to attend the Annual Meeting. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

If you have any questions or need assistance voting, please call our proxy solicitor, Innisfree M&A Incorporated. Stockholders may call toll-free at (877) 456-3507. Banks and brokers may call collect at (212) 750-5833.

Beneficial Owner of Shares Held in Street Name. If you are a beneficial owner of shares registered in the name of your broker, bank or other intermediary, you should have received voting instructions from that organization. Please follow the instructions you receive from your bank, broker or other intermediary to vote your shares as soon as possible. As a beneficial owner of our shares, you are also invited to attend the Annual Meeting; however, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain and present a valid legal proxy, executed in your favor, from your broker, bank or other intermediary. Please see “What must I do if I want to attend the Annual Meeting in person?” for more information on how to request an admission ticket and attend the Annual Meeting.

Holders of Shares through the Company’s 401(k) Plan. If you participate in the Company’s 401(k) Plan, you have the right to provide instructions to the trustee of the plan on how you wish the shares of the Company’s common stock credited to your account to be voted. You may submit such instructions by signing and dating the enclosed WHITE voting instruction form provided by the trustee and returning it in the postage-paid envelope provided. For your convenience, you may also submit your instructions via the Internet or by telephone by following the instructions on the enclosed WHITE voting instruction form. To vote your shares held in the 401(k) Plan, you must provide appropriate voting instructions by no later than 11:59 p.m. Eastern Time on [●], 2019. Please note that you may not vote any plan shares in person at the meeting. Since your vote is important, we urge you to submit your voting instructions promptly to ensure that your plan shares are represented.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record (including through the Company’s Dividend Reinvestment Plan) and you sign and return a WHITE proxy card without giving any specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all of the proposals. If you sign and return a WHITE proxy card that gives specific voting instructions on one or more of the proposals presented in this Proxy Statement, but do not provide specific voting instructions on other proposals, the proxy holder will vote your shares as instructed with respect to the proposals for which instructions were provided and in the manner recommended by our Board with respect to all other proposals. In addition, the proxy holders may vote in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with any voting instructions, your shares may not be voted at the Annual Meeting. Because MNG has announced its intention to solicit proxies in opposition to our Board of Directors, we expect there to be a “contest” with respect to election of directors at the Annual Meeting within the meaning of the rules of the New York Stock Exchange (“NYSE”). In the event of a contest, the rules of the NYSE provide that if your bank, broker or other nominee has provided you with MNG’s proxy materials, it may not exercise any discretionary voting authority on any matters to be presented at the Annual Meeting, including “routine matters” such as the ratification of the selection of Ernst & Young LLP as our independent public accountants for our 2019 fiscal year (Proposal 2). We therefore encourage you to provide voting instructions to the organization that holds your shares by using the voting instruction form that organization has provided.

If you return the voting instruction form provided by the organization that holds your shares without giving specific voting instructions on one or more of the proposals presented in this Proxy Statement, the organization that holds your shares will vote your shares as instructed with respect to the proposals for which instructions were provided and as indicated on the voting instruction form provided to you by such organization on all other proposals.

Holders of Shares through the Company’s 401(k) Plan. If you sign and return a WHITE voting instruction form to the plan trustee without giving any specific voting instructions, then the trustee will vote your shares on your behalf in the manner recommended by our Board on all of the proposals. If you sign and return a WHITE voting instruction form that gives specific voting instructions on one or more of the proposals presented in this Proxy Statement, but do not provide specific voting instructions on other proposals, the trustee will vote your shares on your behalf as instructed with respected to the proposals for which instructions were provided and in the manner recommended by our Board with respect to all other proposals. If you do not submit a validly executed voting instruction form or otherwise validly submit any voting instructions to the trustee by 11:59 p.m. Eastern Time on [●], 2019, your shares will be voted by the trustee of such plan in the same proportion as instructions provided to the trustee by other participants in such plan.

Can I change or revoke my vote?

Yes. If you deliver a proxy by mail, by telephone or over the Internet, you have the right to revoke your proxy in writing (by mailing another proxy bearing a later date), by phone (by calling at a later time), over the Internet (by voting online at a later time), by attending the Annual Meeting and voting in person, or by notifying the Company before the Annual Meeting (by mail addressed to the Secretary at Gannett Co., Inc., 7950 Jones Branch Dr., McLean VA 22107) that you want to revoke your proxy. Submitting your vote by mail, telephone or over the Internet will not affect your right to vote in person if you decide to attend the Annual Meeting.

If you have previously signed a [●] proxy card sent to you by MNG, you may change your vote and revoke your prior proxy by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions on the enclosed WHITE proxy card. Submitting a [●] proxy card—even if you withhold your vote on the MNG

nominees—will revoke any votes you previously made via our WHITE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of our Board of Directors, you should disregard any proxy card that you receive that is not a WHITE proxy card and not sign or return any [●] proxy card that you may receive from MNG, even as a protest vote against MNG.

If your shares are held in “street name” by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote.

What are the votes required to adopt the proposals?

Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the director nominees and one vote on each other matter. The following voting standards will apply to the proposals to be considered at the Annual Meeting:

What constitutes a quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum to conduct business. Abstentions and broker non-votes (if any) will be counted for the purpose of determining the existence of a quorum.

Because MNG has announced its intention to solicit proxies in opposition to our Board of Directors, we expect there to be a “contest” with respect to election of directors at the Annual Meeting within the meaning of the rules of the NYSE. In the event of a contest, the rules of the NYSE provide that to the extent banks, brokers and other nominees provide MNG’s proxy materials to beneficial owners, they may not exercise discretionary voting authority on behalf of such beneficial owners on any matters to be presented at the Annual Meeting, including “routine matters” such as the ratification of the selection of Ernst & Young LLP as our independent public accountants for our 2019 fiscal year (Proposal 2). As a result, shares held by such banks, brokers or other nominees for which no instructions have been provided cannot be included in the number of shares present and entitled to vote at the Annual Meeting for the purposes of establishing a quorum. If you are a beneficial owner of shares held in street name, we urge you to provide voting instructions to the organization that holds your shares by using the voting instruction form that organization has provided so that your shares can be counted as present and voted.

What is a broker non-vote?

A “broker non-vote” occurs on an item when a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on the item at issue without instructions from the beneficial owner of the shares, and the beneficial owner fails to provide the nominee with such instructions. As noted above, we expect there to be a “contest” with respect to the election of directors at the Annual Meeting within the meaning of the rules of the NYSE, and in the event of a contest, the rules of the NYSE provide that banks, brokers and other nominees may not exercise discretionary voting authority on any matters to be presented at the Annual Meeting on behalf of any beneficial owner to whom it has forwarded MNG’s proxy materials.

How do I submit a stockholder proposal or nominate a director for election at the 2020 Annual Meeting?

Stockholder Proposals for Inclusion in our 2020 Proxy Materials. SEC rules permit stockholders to submit proposals to be included in our proxy materials if the stockholder and the proposal satisfy the requirements specified in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. For a stockholder proposal to be considered for inclusion in our proxy materials for the Company’s 2020 Annual Meeting, the proposal must be submitted in writing to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary and must be received by [●], 2019.

Other Stockholder Proposals or Stockholder Nominations to be Brought Before our 2020 Annual Meeting. Our Bylaws permit a stockholder to propose items of business and/or nominate director candidates that are not intended to be included in our proxy materials if the stockholder satisfies the requirements and complies with the procedures set forth in our Bylaws. For the Company’s 2020 Annual Meeting, notice of such proposals or nominations must be submitted in writing to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary and must be delivered no earlier than the close of business on [●], 2020 and no later than the close of business on [●], 2020. However, if the date of the 2020 Annual Meeting is more than 30 days before or more than 60 days after the anniversary of this year’s Annual Meeting, such notice must be delivered no earlier than the close of business on the 120th day prior to 2020 Annual Meeting and no later than the close of business on the 90th day prior to the 2020 Annual Meeting, or if the first public announcement of the date of the 2020 Annual Meeting is less than 100 days prior to the date of such Annual Meeting, the 10th day following the day on which we first make a public announcement of the date of the 2020 Annual Meeting. The Company’s Bylaws require that such notice must contain specific information in order to be validly submitted for consideration. Any stockholder considering introducing a nomination or other item of business should carefully review our Bylaws.

Can stockholders and other interested parties communicate directly with our Board?

Yes. The Company invites stockholders and other interested parties to communicate directly and confidentially with the full Board of Directors, the Chairman of the Board or the non-management directors as a group by writing to the Board of Directors, the Chairman or the Non-Management Directors, Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. The Secretary will forward such communications to the intended recipient and will retain copies for the Company’s records.

How can I obtain a stockholder list?

A list of stockholders entitled to vote at the 2019 Annual Meeting will be open to examination by any stockholder, for any purpose germane to the 2019 Annual Meeting, during normal business hours, for a period of ten days before the 2019 Annual Meeting and during the 2019 Annual Meeting at the Company’s offices at 7950 Jones Branch Drive, McLean, Virginia 22107.

How may I obtain a copy of the Company’s 2018 Annual Report?

A copy of our 2018 Annual Report, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, is being provided to you along with this Proxy Statement. The Company’s Annual Report and Form 10-K are not proxy soliciting materials.

You may also obtain a copy without charge by writing to: Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. Our 2018 Annual Report and Form 10-K are also available through the Company’s website at www.gannett.com, and our Form 10-K is available on the SEC’s website at www.sec.gov.

BACKGROUND OF THE SOLICITATION

On January 14, 2019, John Jeffrey Louis III, Chairman of the Board of Directors of the Company, received a letter (the “Initial Letter”) from R. Joseph Fuchs, Chairman of the Board of Directors of MNG, containing an unsolicited, non-binding proposal to acquire the Company for $12.00 per share in cash. The Initial Letter also requested that the Board immediately (i) enter into discussions with MNG about a strategic combination, (ii) hire an investment bank to conduct a review of strategic alternatives, including a potential sale of the Company, (iii) commit to a moratorium on digital acquisitions, and (iv) commit to “a feasible, strategic and financial path forward before hiring a new CEO.”

Prior to receiving the Initial Letter on January 14, 2019, the Company did not have any discussions with MNG regarding its unsolicited acquisition proposal. In the years following the Company’s June 2015 spin-off from its former parent, TEGNA Inc., representatives of MNG, including Heath Freeman, Vice Chairman of MNG and President of Alden Global Capital LLC, a hedge fund that controls MNG, occasionally approached representatives of the Company, including Alison K. Engel, Senior Vice President, Chief Financial Officer & Treasurer of the Company, and Robert J. Dickey, President & Chief Executive Officer of the Company, at various industry events and suggested that the Company should consider acquiring MNG. Ms. Engel and Mr. Dickey replied that the Company was not interested in pursuing an acquisition of MNG at the time. There were no discussions between Mr. Freeman, Ms. Engel and Mr. Dickey at these events regarding an acquisition of the Company by MNG.

On December 12, 2018, Larry Kramer, a director of the Company and former President and Publisher of USA TODAY, met with Mr. Freeman over breakfast, during which the two had a general conversation about the newspaper industry. At the end of the meeting, Mr. Freeman casually suggested that a “combination” might benefit both companies, but he did not make a specific proposal on the matter. Mr. Kramer indicated that such matters should be raised with Mr. Louis.

On December 14, 2018, Mr. Louis met with Martin Wade, a member of the Board of Directors of MNG, in Chicago to discuss general issues in the newspaper industry. Mr. Louis’s meeting with Mr. Wade was arranged prior to and not in response to Mr. Kramer’s meeting with Mr. Freeman. But in similar fashion to Mr. Freeman, at the end of the meeting, as Mr. Wade was stepping onto the elevator, Mr. Wade casually mentioned the possibility of a “combination” between the two companies, without making any specific proposal on the matter. Mr. Louis responded that he would be willing to have a conversation on the possibility of a combination, but that he did not want to interrupt the Company’s CEO search process at that time. Mr. Wade indicated that he thought the desire to avoid an interruption in the search made sense and suggested that perhaps Mr. Louis and Mr. Freeman could meet in 2019 to discuss a combination.

The Company first learned of MNG’s acquisition proposal in the evening of January 13, 2019, when the Wall Street Journal published an article entitled “Hedge-Fund-Backed Media Group Prepares Bid for Gannett.” The article noted that MNG had recently built a 7.5% position in the Company’s common stock and planned to offer to buy the Company for $12.00 per share. The article was immediately brought to the attention of the Company’s directors and senior management. That same evening, members of senior management held calls on the matter with representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Company’s outside legal counsel, Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”), the Company’s public relations firm, and Greenhill & Co., LLC (“Greenhill”), a financial advisor with whom the Company had an existing relationship.

In the early morning hours of January 14, 2019, Mr. Louis received the Initial Letter from Mr. Fuchs via email and MNG issued a press release publicly disclosing its unsolicited proposal to acquire the Company for $12.00 per share in cash.

Later that morning, the Company issued a press release confirming that the Company had received the unsolicited proposal from MNG and stating that the Board, in consultation with its financial and legal advisors, would carefully review the proposal to determine the course of action it believed was in the best interest of the Company and its stockholders.

On the same day, the Company engaged Greenhill to act as financial advisor to the Board in connection with its review of MNG’s proposal and related matters.

Later on January 14, 2019, MNG, MNG Investment Holdings, LLC, a subsidiary of MNG (“MNG Holdings”), Strategic Investment Opportunities LLC, an entity of which MNG Holdings serves as managing member (“SIO LLC”), Alden and Mr. Freeman (collectively, the “MNG/Alden Group”), jointly filed a Schedule 13D with the SEC, disclosing beneficial ownership of approximately 7.5% of the Company’s outstanding common stock, describing the unsolicited proposal and attaching the Initial Letter.

On January 15, 2019, the Board held a special meeting via teleconference, together with members of senior management and representatives of Greenhill and Skadden, to discuss the MNG proposal. During the meeting, the participants discussed, among other things, the terms of MNG’s proposal, the directors’ fiduciary duties and other legal considerations in relation to the proposal and the process for evaluating and responding to the proposal. Following discussion of certain key considerations not addressed in the MNG proposal, the Board requested that management schedule a meeting with MNG to gather additional information regarding MNG’s financing plans and certain other fundamental aspects of MNG’s proposal related to MNG’s ability to close a transaction, so that the Board could then take that information into account and thoroughly consider MNG’s proposal at a subsequent Board meeting.

On January 16, 2019, Mr. Louis sent a letter to Mr. Fuchs in response to the Initial Letter inviting MNG to meet with the Company’s management and two of the Company’s independent directors (along with representatives of the Company’s financial and legal advisors) on January 22, 2019 to discuss certain specific questions about MNG’s proposal, including questions regarding how MNG planned to finance its proposed transaction and address antitrust and pension-related risks.

On January 17, 2019, Mr. Louis received an email response from Mr. Fuchs requesting that the meeting be scheduled for a different date and suggesting that the Company’s and MNG’s respective legal teams “work toward an appropriate NDA to cover this meeting and

[MNG’s] go-forward diligence.” Mr. Fuchs also noted that MNG would be “open to discussing an extension to the upcoming nomination deadline to allow for orderly discussion.”

On the same day, Mr. Louis responded to Mr. Fuchs’s email communication, noting that time was of the essence for the meeting because the Board would like to provide its response to MNG’s proposal in an appropriate timeframe, and offering January 29, 2019 as an alternative date. Mr. Louis also responded that the Company did not see the need for an NDA at the meeting, as the Company did not intend to provide any material nonpublic information to MNG at the meeting and was seeking answers to questions that are fundamental to consideration of the MNG public proposal.

On January 20, 2019, Mr. Louis received an email response from Mr. Fuchs proposing an alternative meeting date of January 31, 2019 and reiterating the request for an NDA. Mr. Fuchs also provided the contact information for MNG’s counsel at Olshan Frome Wolosky LLP (“Olshan”) and suggested that MNG’s and the Company’s counsel discuss the topic of an NDA in more detail.

On January 21, 2019, Mr. Louis responded to Mr. Fuchs’s email communication. With respect to the NDA request, Mr. Louis again noted that the Company was not prepared to provide confidential information in the initial meeting, but would be prepared to enter into a standard NDA if the Board determined that MNG’s proposal merited further engagement. He explained that such determination would be informed in part by MNG’s answers to the Board’s questions. In addition, Mr. Louis informed Mr. Fuchs that the appropriate representatives of the Company were not available to meet on January 31, 2019 and noted that, in any event, the Company did not believe it was in the interest of the Company’s stockholders to further delay the meeting beyond the January 29, 2019 date suggested by the Company. Mr. Louis requested that MNG provide written responses to the Board’s questions no later than January 29, 2019 if MNG was unable to meet on that date. Mr. Louis concluded by noting that if MNG was not able to meet on January 29, 2019 or respond to the Board’s questions in writing, or if MNG continued to insist on an NDA as a prerequisite to providing any further information, the Board would assess MNG’s proposal with the information MNG had provided.

Also on January 21, 2019, the Board adopted resolutions by unanimous written consent establishing a transaction committee to assist the Board in its consideration of MNG’s proposal and related matters. Mr. Louis and directors John E. Cody and Stephen W. Coll were appointed to serve on the transaction committee, and Mr. Louis was designated as chairman of the transaction committee.

On January 24, 2019, Mr. Louis received an email response from Mr. Fuchs expressing concern regarding the Board’s motives for arranging a meeting and reiterating the request that the Company enter into an NDA with MNG. Mr. Fuchs also noted that MNG expected the Board to address all of the concerns and requests for Board action set forth in the Initial Letter.

On January 27, 2019, Mr. Louis responded to Mr. Fuchs’s email communication, stating again that the purpose of the meeting was to gather information regarding fundamental issues that were not addressed in the Initial Letter and that are relevant to an assessment of whether the transaction MNG proposed was feasible, including whether MNG had funds available to finance the transaction and a plan to address the antitrust and other objections that might be raised by regulators in the U.S. and U.K. He further noted that an NDA is not a prerequisite to MNG answering such questions and, in order for the Company to properly advise its stockholders on the merits of MNG’s offer, the Company could not enter into an agreement that would prevent it from disclosing answers to the Board’s fundamental questions. Mr. Louis went on to note that any request for an NDA so that the Company could provide information to MNG was premature, as the Board was still evaluating the price MNG proposed and other aspects of the proposal to determine whether it merited entering into negotiations. He reiterated that if, based on the proposal and other information provided, the Board determined that initiating negotiations would be in the best interests of the Company and its stockholders, the Company would at that point be prepared to enter into an appropriate NDA.

On January 28, 2019, Barbara Wall, Senior Vice President and Chief Legal Officer of the Company, and Elizabeth Allen, Vice President, Associate General Counsel and Secretary of the Company, received an email from Andrew Freedman of Olshan requesting, on behalf of MNG, that the Company provide an electronic copy of each of the form of written questionnaire and form of written representation and agreement referenced in Section 2.10 of the Company’s Bylaws. Such documents are required by the Bylaws to be completed and submitted in connection with any director nominations by the Company’s stockholders.

On January 30, 2019, Ms. Allen responded to Mr. Freedman, attaching the requested documents.

On the same day, Mr. Louis received an email from Mr. Fuchs in response to Mr. Louis’s email of January 27, 2019, in which Mr. Fuchs confirmed that MNG would like to schedule a meeting to discuss the concerns and requests for Board action set forth in the Initial Letter. Mr. Fuchs proposed either February 5, 2019 or February 7, 2019 for such meeting and reiterated a desire to enter into an NDA.

On January 31, 2019, the Board held a special meeting in McLean, Virginia, together with members of senior management and representatives of Greenhill and Skadden, to further discuss and evaluate MNG’s unsolicited proposal. During this meeting, the participants discussed, among other matters, the Company’s stand-alone plan, MNG’s proposal (including the value, closing risks and perceived credibility of the proposal) and other potential opportunities for the Company. Members of management presented an update on the Company’s financial plan and discussed with the Board management’s projections for the Company over the next five years and the assumptions underlying the projections in detail. Representatives of Greenhill discussed with the directors management’s plan and MNG’s proposal, presenting various valuation and financial analyses. Representatives of Skadden discussed with the directors the Board’s fiduciary duties and other legal considerations in relation to the proposal. After a lengthy discussion, the Board unanimously determined to reject MNG’s unsolicited acquisition proposal and announce such determination the following Monday morning. Notwithstanding the Board’s rejection of MNG’s acquisition proposal, the directors expressed support for continuing efforts to arrange a meeting with MNG, without an NDA.

On February 1, 2019, the Company engaged Goldman Sachs & Co. LLC (“Goldman”) to act as its financial co-advisor with Greenhill.

On February 4, 2019, Mr. Louis sent a letter to Mr. Fuchs on behalf of the Board, informing MNG of the Board’s unanimous rejection of MNG’s unsolicited acquisition proposal. The letter explained that the Board believed that MNG’s proposed price undervalued Gannett, its key assets and its prospects and further noted that, given MNG’s refusal to respond to the Board’s questions regarding its financing plans, regulatory matters and other issues that related to MNG’s ability to consummate the proposed transaction, the Board had serious concerns regarding the credibility of MNG’s proposal. The letter nonetheless expressed a willingness to meet with MNG and proposed February 7, 2019—one of the two dates proposed by MNG—for such a meeting.

On the same day, the Company issued a press release announcing the Board’s unanimous rejection of MNG’s unsolicited acquisition proposal. The press release included the full text of the Company’s two formal letters to MNG, dated February 4, 2019 and January 16, 2019.

On February 5, 2019, Mr. Louis received a letter from Mr. Fuchs on behalf of the Board of Directors of MNG, accepting the proposed meeting date of February 7, 2019, without mention of an NDA. The letter noted that MNG had engaged Moelis & Company LLC (“Moelis”) to provide advisory services with respect to the debt financing for the potential combination between the two companies, among other things, and indicated that representatives of Moelis, as well as MNG’s legal advisors, would be present at the meeting on February 7, 2019 to address some of the Board’s questions. The letter also reiterated two of the additional requests contained in the Initial Letter—that the Board immediately commit to a moratorium on the acquisition of any additional digital assets and commit to a feasible, strategic and financial path forward before hiring a new CEO. In addition, the letter suggested that absent an extension of the February 7, 2019 deadline for notice of director nominations, MNG would likely submit director nominations by the deadline to preserve its rights.

Shortly after Mr. Louis’s receipt of the letter, Kenton King and Katherine Ashley of Skadden had a call with Mr. Freedman of Olshan at Mr. Freedman’s request. During the call, Mr. Freedman reiterated MNG’s request that the Company extend its deadline for director nominations. This request was promptly communicated to the Company’s senior management and to the Board.

In the morning of February 7, 2019, Ms. Ashley called Mr. Freedman to inform him that no extension of the nomination deadline would be provided.

Later on February 7, 2019, representatives of the Company, including two independent directors on the Board (Mr. Louis and Mr. Cody), certain members of the Company’s management team and representatives of Skadden, Greenhill and Goldman, met with representatives of MNG and MNG’s financial and legal advisors. During the meeting, Mr. Fuchs and other members of the MNG management team gave an oral presentation regarding a “combination” or “merger” of the two companies, avoiding any specific reference to the $12.00 per share acquisition proposal MNG had originally put forth. No written slides or other written materials were provided. As part of their presentation, the MNG team went through each of the questions raised in the Company’s correspondence. With respect to financing, representatives indicated that MNG would fully debt finance the acquisition and had a high level of confidence in their ability to secure the necessary funding, although they acknowledged they had not approached any financing sources to date. Similarly, with respect to other issues raised, the MNG team expressed confidence in their ability to address any issues but refrained from providing any substantive details with respect to their plans in that regard.

Following MNG’s presentation, the Company’s representatives asked for a break, so that they could discuss the presentation and any questions. During the break, and within minutes after MNG concluded its presentation, Kenneth Mantel of Olshan delivered to Ms. Allen a notice of MNG’s intent to nominate six director candidates, Timothy Barton, Mr. Freeman, Mr. Fuchs, Guy Gilmore, Dana Needleman and Steven Rossi (the “MNG Nominees”), for election to the Board at the Company’s 2019 Annual Meeting. After receiving the nomination notice, and given the general failure of MNG’s representatives to provide specific, substantive answers to the questions raised in the Company’s January 16, 2019 letter during their presentation, the Company determined not to resume further in-person discussions.

After the meeting, the Company issued a press release confirming that MNG had notified the Company of its intent to nominate a slate of six director candidates to stand for election to the Board at the Company’s 2019 Annual Meeting and noting that the Board would evaluate the notice and proposed nominees, all of whom are affiliated with MNG or Alden.

Later the same day, MNG issued a press release announcing that it continues to pursue an acquisition of the Company at $12.00 per share, disclosing the occurrence of the in-person meeting held that day and noting that the Company refused to extend the deadline to nominate candidates for election to the Board. The press release also stated that MNG nominated a slate of six director candidates “to preserve its rights in the event Gannett refuses to engage in material discussions.”

On February 8, 2019, members of the Company’s senior management team and representatives of Skadden, Greenhill and Goldman held a call with members of the Board to provide an update on events of February 7, 2019, including a discussion of the details of the in-person meeting with MNG and MNG’s nomination of a slate of six individuals to stand for election to the Board.

On February 9, 2019, Mr. Louis received an email communication from Mr. Fuchs expressing gratitude for arranging the meeting.

On February 11, 2019, the Company issued a press release confirming that it had held an in-person meeting with MNG on February 7, 2019 and describing the presentation made by MNG. The press release noted that at the meeting, MNG had once again refused to provide substantive, actionable evidence of a credible proposal. The press release also noted that the Company believed MNG’s nominees, all of whom are affiliated with MNG or Alden, are conflicted and questioned their ability to satisfy their fiduciary responsibilities to the Company’s stockholders if elected.

Later the same day, MNG issued a press release responding to the Company’s press release and accusing the Company of mischaracterizing the meeting. On the same day, the MNG/Alden Group filed an amendment to the Schedule 13D originally filed on January 14, 2019, providing MNG’s account of the February 7, 2019 meeting and related matters, as well as information on the MNG Nominees.

On February 13, 2019, Ms. Allen received a letter from Mr. Freedman of Olshan on behalf of SIO LLC (the entity through which the MNG/Alden Group holds its interest in the Company), requesting access to certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law (the “Section 220 Demand Letter”) for the purpose of communicating with the Company’s stockholders in connection with the Company’s 2019 annual meeting.

On February 19, 2019, Ms. Ashley of Skadden, on behalf of the Company, sent a letter to Steve Wolosky and Mr. Freedman of Olshan in response to the Section 220 Demand Letter, informing them that the Company would make available certain information referred to in the Section 220 Demand Letter, subject to execution of a confidentiality agreement to ensure the requested information is used solely for the purpose described above, a form of which was enclosed with Ms. Ashley’s letter. After negotiation of the terms of the confidentiality agreement, the Company and certain members of the MNG/Alden Group later entered into such agreement on February 28, 2019, following which certain information requested in the Section 220 Demand Letter was provided.

Also on February 19, 2019, the Board held a special meeting via teleconference, together with members of senior management and representatives of Greenhill, Goldman and Skadden, to further discuss the Company’s current business strategies and various potential opportunities and alternatives for the Company. The participants in the meeting also discussed, among other things, MNG’s recent actions and its potential next steps, including its announced intention to solicit proxies in favor of its six nominees.

On February 26, 2019, the Board held a regularly-scheduled meeting in McLean, Virginia, during which the directors continued their discussion with senior management and representatives of Greenhill, Goldman and Skadden of the Company’s strategic plan and options, as well as strategies MNG may pursue in a proxy contest, among other things.

On the same day, the Nominating and Public Responsibility Committee of the Board (the “NPRC”) held a regularly-scheduled meeting, with participation from the Company’s internal legal counsel and Ms. Ashley of Skadden, at which the NPRC considered and discussed the slate of potential nominees to stand for election as directors at the 2019 Annual Meeting. During the meeting, the NPRC thoroughly reviewed the qualifications of MNG’s nominees and potential conflicts with the Company’s interests, taking into account all factors prescribed by the NPRC’s charter and the Company’s Principles of Corporate Governance for evaluating potential director nominees. As part of its review, the NPRC discussed the background of each of the MNG nominees, concluding that the skills and experience of the nominees did not address any particular needs or gaps of the Board and noting that only one of the nominees appeared to be a diverse candidate. The NPRC also considered potential legal concerns raised by certain of MNG’s nominees, including that the election of three of the MNG nominees could result in a violation of applicable antitrust laws, given their current roles with MNG, which may be a competitor of Gannett under applicable law, and that one of MNG’s nominees, Mr. Fuchs (age 78), exceeds the mandatory retirement age for directors under the Company’s Bylaws. In addition, the NPRC took into account that all six of the MNG nominees had a business relationship or association with MNG and/or Alden, which the NPRC believed could comprise such nominees’ loyalty to the Company and therefore result in a violation of the Company’s Ethics Policy.

After extensive discussion, and taking into account all of the foregoing, the NPRC determined that it would not recommend that the Board nominate any of the MNG nominees. The NPRC also concluded that the eight current independent directors of the Company named as nominees in this Proxy Statement should be nominated to serve on the Board of Directors and unanimously recommended that the Board nominate such individuals to stand for election as directors at the 2019 Annual Meeting. In connection with such recommendation, the NPRC also unanimously recommended that the Board fix the size of the Board at eight directors, effective upon the election of directors at the Annual Meeting.

On February 27, 2019, at a continuation of its regularly-scheduled meeting, the Board discussed the recommendations of the NPRC and the reasons underlying such recommendations, following which the Board unanimously determined to nominate the eight individuals named as nominees in this Proxy Statement and did not nominate any of the MNG nominees. The Board also unanimously determined to fix the size of the Board at eight directors, effective upon the election of directors at the Annual Meeting.

PROPOSAL 1—ELECTION OF DIRECTORS

General

The Board of Directors has nominated each of the eight individuals identified below under “The Gannett Nominees” to stand for election at the 2019 Annual Meeting, all of whom are currently directors of the Company. As previously announced, Mr. Dickey, who currently serves as our President and Chief Executive Officer and as a director of the Company, intends to retire on May 7, 2019 (or if earlier, when a successor CEO assumes office) and is not standing for reelection at the Annual Meeting, and Mr. Prophet also is not standing for reelection. Their terms will expire at the Annual Meeting. Effective upon the election of directors at the Annual Meeting, the number of directors constituting the Board will be reduced from ten to eight.

In light of Mr. Dickey’s upcoming retirement, the Company is currently conducting a search process to identify a successor CEO. The Company expects that once a new CEO is named, such individual would also be appointed by the Board to serve as a director. Any such appointment of the new CEO to the Board (and any increase to the size of the Board to accommodate such appointment) is expected to occur following the 2019 Annual Meeting, regardless of whether the new CEO is named prior to the Annual Meeting.

Each director elected at the 2019 Annual Meeting will hold office for a term expiring at the next Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors or recommend a substitute nominee. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated by the Board.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES USING THE ENCLOSED WHITE PROXY CARD.

We have received notice pursuant to Article II of our Bylaws that MNG intends to nominate six alternative director candidates to stand for election to the Board at the 2019 Annual Meeting. The MNG nominees have NOT been endorsed by the Board, and we recommend that you simply disregard any [•] proxy card you receive from MNG. For more information on the reasons for the Board’s recommendations, please see “Board Recommendation” below.

Please note that it will NOT help elect the Board’s nominees if you sign and return a [•] proxy card sent by MNG, even if you withhold (or abstain from voting) on MNG’s director nominees. Doing so will revoke any previous vote you may have cast on our WHITE proxy card. The only way to support the Board’s nominees is to vote “FOR” the Board’s nominees using our WHITE proxy card and to disregard, and not return, any other color proxy card you receive.

If you have already voted using the [•] proxy card sent to you by MNG, you have every right to change your vote by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated. Stockholders may call toll-free at (877) 456-3507. Banks and brokers may call collect at (212) 750-5833.

The Gannett Nominees

The Gannett Nominees

The principal occupation and business experience of each of the Board’s nominees, including the reasons the Board believes each of them should be reelected to the Board, are described below.

The Gannett Nominees

The Gannett Nominees

Required Vote

In addition to the information above, Appendix A sets forth information relating to our directors, nominees for director, and certain of our executive officers and employees who may be considered “participants” in our solicitation under the rules of the Securities and Exchange Commission (the “SEC”) by reason of their position as directors of the Company or as nominees for director or because they may be soliciting proxies on our behalf.

Required Vote

Because we have received notice from MNG that it intends to nominate persons for election to the Board of Directors, the election of directors at the 2019 Annual Meeting will be considered a “contested election” under the Company’s Bylaws. As a result, the provisions of our Bylaws relating to majority voting for directors will not be applicable to the Annual Meeting, and instead, plurality voting will apply. The eight nominees for director who receive the most “FOR” votes of all votes cast for directors will be elected.

Board Recommendation

The Board, acting upon the unanimous recommendation of the Nominating and Public Responsibility Committee of the Board, has nominated the eight individuals appearing above for election by stockholders at the 2019 Annual Meeting. We believe the Board’s nominees have a wealth of professional experience in areas that are extremely relevant to our strategy and operations, and have the independence, skill, wisdom and commitment necessary to deliver compelling value for the Company’s stockholders. The Board’s nominees have continuously demonstrated that they are men and women of high personal and professional ethics, integrity and values, with unique visions and strategic perspectives and an excellent ability to work in a collaborative manner to promote the long-term interests of all our stockholders. The Board’s nomination of these eight candidates is based on the carefully considered judgment of the Board that their collective experience, backgrounds and other attributes make them the best candidates to serve on our Board.

Accordingly, the Company’s Board of Directors unanimously recommends that you vote “FOR” the election of each of the above eight director nominees using the WHITE proxy card.

As part of the Board’s nomination process, both the Nominating and Public Responsibility Committee of the Board and the Board of Directors conducted a review of whether any of the MNG nominees, all of whom are affiliated with MNG and/or Alden, should be nominated by the Board for election as directors. In reviewing the qualifications and backgrounds of the MNG nominees, the NPRC concluded that the MNG nominees would not bring incremental skills or expertise to the Board and expressed concern that the nominees’ existing business relationships and associations with MNG and/or Alden could comprise such nominees’ loyalty to the Company and therefore result in a violation of the Company’s Ethics Policy. The NPRC also had concerns regarding whether the election of three of the MNG nominees would result in a violation of applicable antitrust laws, given their current roles with MNG, and took into account that one of MNG’s nominees, Mr. Fuchs (age 78), exceeds the mandatory retirement age for directors under Section 3.2 of the Company’s Bylaws. In light of these various considerations, among others, the NPRC determined that it would not recommend that the Board nominate any of the MNG nominees and unanimously recommended that the Board nominate the individuals identified above under “The Gannett Nominees” to stand for election at the 2019 Annual Meeting. After discussion of the recommendation of the NPRC and the reasons underlying such recommendation, the Board likewise unanimously determined to nominate the eight individuals recommended by the NPRC and not nominate any of the MNG nominees.

The Board does not endorse any of the MNG nominees and urges you NOT to sign or return the [●] proxy card sent to you by MNG.

BOARD OF DIRECTORS AND COMMITTEE INFORMATION

Director Independence

The Board has determined that all of the current directors of the Company other than Mr. Dickey, our President and Chief Executive Officer, are “independent” of the Company within the meaning of the rules governing companies listed on the NYSE. For a director to be “independent” under the NYSE rules, the Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company. To assist it in making these determinations, the Board has determined that the following categories of relationships between a director and the Company are not material:

In making its independence determinations, our Board considered all relationships, direct and indirect, between each director and our Company that were identified in questionnaires completed by each Board member. The responses to those questionnaires indicated that there were no relationships between any independent director and the Company, other than sales by the Company of advertising and purchases by the Company of property and services, on customary terms and conditions and in amounts within the permitted thresholds identified above, to and from other companies or organizations at which Board members or their immediate family members are employed, for which Board members serve as directors or in which Board members or their immediate family members directly or indirectly own a 10% or greater equity interest.

Majority Vote in Uncontested Director Elections

The Company’s Bylaws provide that in uncontested director elections, director nominees are elected by the vote of a majority of the votes cast with respect to the director. If an incumbent nominee does not receive an affirmative majority of the votes cast, he or she is required to submit a letter of resignation to the Nominating and Public Responsibility Committee, which would recommend to the Board as a whole the action to be taken with respect to the letter of resignation. The Board is required to act on the Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.

Because MNG has notified us that it intends to nominate six individuals for election as directors to the Board at the 2019 Annual Meeting, in opposition to the eight nominees recommended by the Board, the election of directors at this year’s Annual Meeting will be considered a “contested election” under the Company’s Bylaws and the majority vote standard will not apply. Instead, the Bylaws provide that in such a situation, director nominees are elected by the vote of a plurality of the votes cast. The eight nominees who receive the greatest number of votes cast “FOR” their election will be elected at the 2019 Annual Meeting.

Board Meetings

The Board held ten meetings in 2018. Each director attended at least 75% of the total number of meetings of the Board and its committees on which he or she served in 2018. It is the Company’s policy that all directors attend the Annual Meeting, and each director did so in 2018. Consistent with NYSE rules, the Company’s Principles of Corporate Governance call for the Company’s non-management directors to meet in regularly scheduled executive sessions without management as they deem appropriate. The Company’s non-management directors held five executive sessions in 2018, and will meet in executive sessions as appropriate throughout 2019.

Board Leadership Structure

Our Board has determined that having an independent director serve as the Chairman of the Board is currently the best leadership structure for the Company. Separating the positions of Chairman and CEO allows the CEO to focus on executing the Company’s strategic plan and managing the Company’s operations and performance and permits improved communications and relations between the Board, the CEO and other senior leaders of the Company. Our Board regularly reviews the Company’s Board leadership structure, how the structure is functioning and whether the structure continues to be in the best interest of our stockholders.

The duties of the Chairman of the Board include:

Standing Committees of the Board

Standing Committees of the Board

The Board of Directors conducts its business through meetings of the Board and its four standing committees: the Audit Committee, Executive Compensation Committee, Nominating and Public Responsibility Committee and Transformation Committee. The current members of each committee are as follows:

During 2018, Matthew W. Barzun, former U.S. Ambassador to the United Kingdom and Sweden, served on our Board and as a member of the Executive Compensation Committee and Transformation Committee until his resignation in August 2018. Mr. Dickey, who currently serves on our Board and as a member of the Transformation Committee, intends to retire on May 7, 2019 (or if earlier, when a successor CEO assumes office) and is not standing for reelection. Mr. Prophet, who currently serves on our Audit Committee and Nominating and Public Responsibility Committee, also is not standing for reelection.

AUDIT COMMITTEE

The Audit Committee assists the Board in its oversight of financial reporting practices and the quality and integrity of the financial reports of the Company, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function. The Audit Committee reviews the adequacy and effectiveness of the Company’s accounting and financial controls and the guidelines and policies that govern the process by which the Company undertakes financial, accounting and audit risk assessment and risk management. The Audit Committee oversees the appointment, qualifications, independence and performance of the Company’s independent registered public accounting firm and is responsible for setting the compensation of such firm. The Audit Committee provides oversight of the Company’s internal audit function by, among other things, reviewing proposed audit plans and the coordination of such plans with the Company’s independent registered public accounting firm. Periodically, the Audit Committee meets separately with the independent registered public accounting firm, the personnel performing the internal audit function and members of management.

The Audit Committee’s other responsibilities include periodically reviewing with management the adequacy and effectiveness of the Company’s information security policies, its technology and information security risk exposures, and the steps management has taken to monitor and control such exposures. In addition, the Audit Committee is responsible for reviewing compliance with the Company’s Ethics Policy and ensuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing additions or amendments to the Ethics Policy as appropriate. In connection with the Ethics Policy, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of any accounting or auditing concerns.

Standing Committees of the Board

The Audit Committee operates under a formal written charter that has been adopted by the Board of Directors. Each member of the Audit Committee meets the independence and financial literacy requirements of the SEC and the NYSE. In addition, the Board has determined that Mr. Cody is an audit committee financial expert, as that term is defined under SEC rules. This Committee met eight times in 2018. Additional information about the Audit Committee is provided under the “Report of the Audit Committee” on page [●] of this Proxy Statement.

EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee assists the Board in carrying out its responsibilities relating to compensation of the Company’s directors and executives and oversees the Company’s compensation plans, policies and programs. The Board has determined that each member of the Committee meets the independence requirements of the SEC and the NYSE. This Committee met five times in 2018.

Committee Responsibilities

The Committee’s duties and responsibilities are to:

The Board has delegated to a special committee of the Board, consisting solely of the CEO, the authority to approve grants to employees other than our senior executives, including from time to time grants to employees who have joined the Company through acquisitions. This delegation provides management with flexibility to make grants to employees below the senior level, within the parameters of a pool of shares approved by the Board.

Compensation Consultants

Under its charter, the Executive Compensation Committee may, in its sole discretion, retain or obtain advice of a compensation consultant, independent legal counsel or other adviser. The Committee is directly responsible for the appointment, compensation and oversight of any such consultant, counsel or adviser, and the Company shall provide appropriate funding for payment of reasonable compensation to any such consultant, counsel or adviser, as determined by the Committee. In selecting a consultant, counsel or adviser, the Committee evaluates its independence by considering the following six factors and any other factors the Committee deems relevant to the adviser’s independence from management:

During 2018, the Committee again retained Meridian Compensation Partners, LLC (“Meridian”) as its sole consultant to advise it on executive compensation matters. After considering the six factors described above, together with other relevant factors, the Committee determined that Meridian is an independent compensation consultant in accordance with applicable SEC and NYSE rules.

Standing Committees of the Board

Meridian participates in Committee meetings as requested by the chairman of the Committee and communicates directly with the chairman of the Committee outside of meetings. In 2018, Meridian provided the following services to the Committee:

NOMINATING AND PUBLIC RESPONSIBILITY COMMITTEE

The Nominating and Public Responsibility Committee is charged with identifying individuals qualified to become Board members, recommending to the Board candidates for election or reelection to the Board, and considering from time to time the Board committee structure and makeup. The Committee also monitors the Company’s human resources practices, including its performance in diversity and equal employment opportunity, monitors the Company’s performance in meeting its obligations of fairness in internal and external matters, and takes a leadership role with respect to the Company’s corporate governance practices. This Committee met three times in 2018.

Nomination and Evaluation of Director Candidates

The Nominating and Public Responsibility Committee charter sets forth certain criteria for the Committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the Committee considers whether director candidates have relevant experience in business and industry, government, education and other areas, and monitors the mix of skills and experience of directors to ensure the Board has the necessary breadth and depth to perform its oversight function effectively. The charter also encourages the Committee to work to maintain a board that reflects the diversity of the communities we serve. The Committee evaluates potential candidates against these requirements and objectives. For those director candidates who appear upon first consideration to meet the Committee’s criteria, the Committee will engage in further research to evaluate their candidacy.

The Committee identifies director candidates from a wide range of sources and may employ a third-party search firm to assist in the process. Stockholders wishing to suggest a candidate for director nomination for the 2020 Annual Meeting should mail their suggestions to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. Suggestions must be received by the Secretary of the Company no later than [●], 2020. The manner in which the Committee evaluates director nominee candidates suggested by stockholders will be consistent with the manner in which the Committee evaluates candidates recommended by other sources.

Mandatory Director Retirement Age and Directors Who Change Job Status

The Bylaws of the Company establish a mandatory retirement age of 75 for directors who have not served as the chief executive officer of the Company. The Bylaws establish a mandatory retirement age of 65 for a director who is serving or has served as the chief executive officer of the Company, but allow the Board to extend the retirement age beyond 65 for any such director. The Company’s Principles of Corporate Governance also provide that a director who retires from, or has a material change in responsibility or position with, the primary entity by which that director was employed at the time of his or her election to the Board of Directors shall offer to submit a letter of resignation to the Nominating and Public Responsibility Committee for its consideration. The Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken.

TRANSFORMATION COMMITTEE

The Transformation Committee assists the Board in its oversight of the Company’s strategic plan. The Committee’s duties and responsibilities include reviewing and evaluating the Company’s strategy and the operational plans and initiatives in support of that strategy. The Committee also reviews risk exposure of the Company in relation to its strategic initiatives, and reviews and assesses the Company’s responses to external developments and factors, such as changes in the economy, industry trends, competition and technology. This Committee met four times in 2018.

Board and Committee Evaluations

COMMITTEE CHARTERS

The written charters governing the Audit Committee, the Executive Compensation Committee, the Nominating and Public Responsibility Committee, and the Transformation Committee are posted on the Corporate Governance page under the Investor Relations menu of the Company’s website at www.gannett.com. You may also obtain a copy of any of these documents without charge by writing to: Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary.

Board and Committee Evaluations

Each year, our Board and its committees perform a self-assessment to evaluate their effectiveness. In 2018, the self-assessment process was conducted by an independent third-party facilitator, who confidentially interviewed each director. The interviews covered topics such as Board structure and composition, Board responsibilities, Board meetings and materials, Board and management interactions, and other matters. The feedback provided during the interviews was compiled anonymously, identifying any themes or issues that emerged. The results were then presented by the facilitator to the Nominating and Public Responsibility Committee and the full Board in executive session, which considered the results and ways in which Board processes and effectiveness may be enhanced.

The Board’s Role in Risk Oversight

The Board believes that evaluating how senior leadership identifies, assesses, manages and monitors the various risks confronting the Company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board oversees the Company’s risk management function through regular discussions with senior leadership. In addition, the Company has an enterprise risk management program to enhance the Board’s and management’s ability to identify, assess, manage and respond to strategic, market, operational and compliance risks facing the Company.

While the Board has primary responsibility for overseeing the Company’s risk management function, each committee of the Board also considers risk within its area of responsibility:

At regular meetings of the full Board, the committee chairs report on significant risks relating to the above matters and management’s response to those risks. While the Board and its committees oversee the Company’s risk management function, management is responsible for implementing day-to-day risk management processes and reporting to the Board and its committees on such matters.

With respect to risks related to compensation matters, the Executive Compensation Committee has reviewed the Company’s executive compensation program and has concluded that the program does not create risks that are reasonably likely to have a material adverse effect on the Company. The Executive Compensation Committee believes that the design of the Company’s annual and long-term incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term profitability and stockholder value creation and does not encourage unnecessary or excessive risk taking at the expense of long-term results.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

The Board believes that effective oversight of environmental, social and governance (“ESG”) matters is core to its risk oversight function and is essential to the Company’s sustainability, which will provide value to stockholders and benefit the communities we serve. We hold ourselves to the highest standards because our journalistic mission demands no less. As a leading media organization, our journalists seek to shed light on important issues and our marketing endeavors promote meaningful connections in our communities.

The Board’s oversight of ESG matters includes review of the following on at least an annual basis:

In addition, the Board regularly discusses emerging ESG matters and the scope of its oversight.

Environmental and Sustainability Practices

The Company is committed to environmental protection and sustainability. Management makes environmental protection, energy reduction and resource conservation integral components of its business planning and operations. To that end, Gannett has adopted an environmental protection and sustainability policy that emphasizes:

Gannett’s U.K. subsidiary, Newsquest, has adopted its own environmental policy. Both Gannett and Newsquest implement their policies through an environmental management system (“EMS”) that, among other matters, require periodic audits to ensure we remain in compliance with applicable environmental law.

Social Responsibility

The Company is committed to supporting a diverse, inclusive and equitable workplace and promoting positive change in the communities in which we operate. Our social responsibility efforts include:

We foster a workforce that mirrors the communities we serve by keeping inclusion, diversity and equity in the forefront of our recruitment efforts, compensation practices, and employee engagement efforts, which include employee resource groups, engagement surveys and employee focus groups. We are honored to be rated one of the Best Places to Work for LGBTQIA+ Equality by the Human Rights Campaign and to have received a perfect score on their Corporate Equality Index for 2018. For more information, please refer to “Contributions to Company Culture” on page [●].

Since 1991, the Gannett Foundation, a corporate foundation sponsored by Gannett, has supported communities through grant making and volunteer initiatives of more than $200 million. Today, the Foundation has three areas of focus:

Corporate Governance

Corporate Governance

GOVERNANCE POLICIES AND PRACTICES

The Board and the Company have instituted strong corporate governance practices, a number of which are described under “Board of Directors and Committee Information” on page [●], to ensure that the Company operates in ways that support the long-term interests of our stockholders. Important corporate governance practices of the Company include the following:

Additional information regarding the Company’s corporate governance practices is included in the Company’s Principles of Corporate Governance posted on the Corporate Governance page under the Investor Relations menu of the Company’s website at www.gannett.com. For a discussion of the Company’s compensation-related governance practices, see “Compensation Discussion and Analysis” on page [●] of this Proxy Statement.

STOCKHOLDER ENGAGEMENT

The Company is committed to the interests of its stockholders and recognizes that communicating with stockholders on a regular basis is a critical component of the Company’s corporate governance program. As part of this commitment, the Company actively engages with its stockholders to understand their views about the Company, garner feedback on opportunities for improvement, and help stockholders understand the Company’s performance and strategy. In addition to answering questions from stockholders on its quarterly earnings calls, management engages with investors by participating in industry media conferences. Management also meets in person and by telephone with stockholders at other times throughout the year to solicit input and answer questions on a variety of topics, and any significant feedback received through these discussions is shared with the Board. In 2018, management held one-on-one engagements with significant institutional investors which addressed the Company’s business model, strategy, compensation programs (including elements of compensation tied to strategic goals), and environmental, social and governance matters.

The Company has a policy that all directors attend the Annual Meeting of Stockholders, which provides stockholders an opportunity to ask questions of the Board. For those who are unable to attend any of our investor meetings, transcripts of all management presentations are available on our website at www.gannett.com. Any stockholder who has an inquiry or a meeting request is invited to contact Stacy Cunningham, Vice President, Financial Planning & Investor Relations, at 703-854-3168.

ETHICS POLICY

The Company maintains a code of conduct and ethics (the “Ethics Policy”) that sets forth the Company’s policies and expectations. The Ethics Policy, which applies to every Company director, officer and employee, addresses a number of topics, including conflicts of interest, relationships with others, corporate payments, disclosure policy, compliance with laws, corporate opportunities and the protection and proper use of the Company’s assets. The Ethics Policy meets the NYSE’s requirements for a code of business conduct and ethics as well as the SEC’s definition of a code of ethics applicable to the Company’s senior officers. Neither the Board of Directors nor any Board committee has granted a waiver of the Ethics Policy.

The Company has a telephone hotline for employees and others to submit their concerns regarding violations or suspected violations of law and for reporting any concerns regarding accounting or auditing matters on a confidential anonymous basis. Employees and others can report concerns by calling 1-800-234-4206 or by emailing or writing to the addresses provided in the Company’s Ethics Violation Reporting Policy found on the Corporate Governance page under the Investor Relations menu of the Company’s website. Any concerns regarding accounting or auditing matters so reported will be communicated to the Company’s Audit Committee.

Corporate Governance

The Ethics Policy is available on the Corporate Governance page under the Investor Relations menu of the Company’s website at www.gannett.com. You may also obtain a copy of the Ethics Policy without charge by writing to: Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. Any additions or amendments to the Ethics Policy, and any waivers of the Ethics Policy for executive officers or directors, will be posted on the Corporate Governance page under the Investor Relations menu of the Company’s website and similarly provided to you without charge upon written request to this address.

In addition, Gannett takes very seriously its obligations under anti-bribery and anti-corruption laws and has adopted policies, and implemented training and compliance programs, specifically relating to such matters.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Felsinger, Cody and Louis and Ms. Ibrahim served on the Executive Compensation Committee in 2018, and Mr. Barzun served on the Committee until his resignation from the Board in August 2018. Each director who served on the Committee during 2018 was determined to be independent within the meaning of the NYSE’s director independence standards, as currently in effect. None of them either has been an officer or employee of the Company at any time or has had a relationship requiring disclosure by the Company under Item 404 of the SEC’s Regulation S-K. None of our executive officers served during 2018 on the compensation committee (or equivalent body) or the board of directors of another entity whose executive officers served on our Executive Compensation Committee.

RELATED PERSON TRANSACTIONS

The Company has adopted a written Related Person Transaction Policy to provide a framework for evaluation of potential transactions involving the Company with a value in excess of $120,000 in any year in which any director, director nominee, executive officer or beneficial owner of more than 5% of the outstanding common stock of the Company, or any of their respective immediate family members, has or had a direct or indirect interest, other than as a director or less than 10% owner of an entity involved in the transaction. Under the Company’s policy, the Chief Legal Officer must advise the Nominating and Public Responsibility Committee of any related person transaction of which he or she becomes aware. The Nominating and Public Responsibility Committee must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this determination, the Nominating and Public Responsibility Committee will consider all relevant information available to it and, as appropriate, take into consideration:

The Company did not enter into in any material related person transactions in 2018 and does not propose to engage in any such transactions.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in its oversight of financial reporting practices and the quality and integrity of the financial reports of the Company, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function. Management has the primary responsibility for the financial statements and implementing the Company’s financial reporting process. Management also has the primary responsibility for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States. The Company’s independent registered public accounting firm also is responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public accounting firm is “independent” under applicable rules. The Audit Committee serves a Board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Audit Committee’s members in business, financial and accounting matters.

In connection with its review of the Company’s 2018 audited financial statements, the Audit Committee received from Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, written disclosures and a letter regarding EY’s independence in accordance with applicable requirements of the Public Company Accounting Oversight Board, including a detailed statement of any relationships between EY and the Company that might bear on EY’s independence, and has discussed with EY its independence. The Audit Committee considered whether the provision of non-audit services by EY is compatible with maintaining EY’s independence. EY stated that it believes it is in full compliance with all of the independence standards established by the various regulatory bodies. The Audit Committee also discussed with EY various matters required to be discussed by Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the PCAOB in Rule 3200T, including, but not limited to, the selection of and changes in the Company’s significant accounting policies, the basis for management’s accounting estimates, EY’s conclusions regarding the reasonableness of those estimates, and the disclosures included in the financial statements.

The Audit Committee met with management, the Company’s internal auditors and representatives of EY to review and discuss the Company’s audited financial statements for the fiscal year ended December 31, 2018. Based on such review and discussion, and based on the Audit Committee’s reviews and discussions with EY regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Form 10-K for the 2018 fiscal year, and the Board has approved that recommendation.

THE AUDIT COMMITTEE

John E. Cody (Chair)

Donald E. Felsinger

John Jeffry Louis

Tony A. Prophet

Debra A. Sandler

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed EY as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2019, and the Board is submitting EY’s appointment to the stockholders for ratification at the 2019 Annual Meeting. The Bylaws do not require that the stockholders ratify the appointment of EY as our independent registered public accounting firm. We are seeking ratification because we believe it is a good corporate governance practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain EY, but in its discretion may choose to retain EY as the Company’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its stockholders.

EY has served as the Company’s independent registered public accounting firm from 2014 through the end of our 2018 fiscal year. A representative of EY is expected to be present at the Annual Meeting. The EY representative will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from stockholders.

FEES

The following table sets forth aggregate fees billed or expected to be billed for services rendered by EY for fiscal years 2018 and 2017, inclusive of out of pocket expenses.

AUDIT AND NON-AUDIT SERVICE PRE-APPROVAL POLICY

The Audit Committee has adopted a policy for the pre-approval of services provided by the Company’s independent registered public accounting firm, pursuant to which all services provided by EY to the Company have been approved in advance. Under the policy, particular services or categories of services have been pre-approved, subject to a specific budget. At least annually, the Audit Committee will review and approve the list of pre-approved services and the maximum threshold cost of performance of each. The Audit Committee is provided with a status update on all EY services periodically throughout the year and discusses such services with management and EY. In determining whether a service may be provided pursuant to the pre-approval policy, consideration is given to whether the proposed service would impair the independence of the independent registered public accounting firm.

The Board of Directors unanimously recommends that the stockholders of the Company vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or “CD&A,” describes the Company’s executive compensation program, the various components of the program and the compensation-related decisions made for fiscal year 2018 with respect to the Company’s named executive officers or “NEOs.” The Company’s NEOs for 2018 were:

In this CD&A, the term “Committee” refers to the Executive Compensation Committee of the Board of Directors.

Executive Overview

COMPENSATION GUIDING PRINCIPLES

The Committee supports executive compensation programs and policies that aim to achieve the following objectives:

SIGNIFICANT COMPENSATION PROGRAM CHANGES

The Committee continuously evaluates our executive compensation programs and makes changes in light of our compensation guiding principles and input received through our shareholder engagement efforts. Changes impacting the executive compensation programs in effect for periods covered in this Proxy Statement are summarized below and described elsewhere in this CD&A.

Executive Overview

As the Company’s business and strategy evolves in light of industry conditions over the next several years, the Committee will continue to reevaluate the Company’s executive compensation programs and ensure they advance our strategic objectives, together with other important compensation objectives such as retention and alignment with stockholders’ interests.

KEY 2018 COMPENSATION OUTCOMES

Consistent with the principle that our compensation programs should align pay with performance, the Company’s fiscal 2018 performance directly impacted pay outcomes for 2018 in the following significant ways:

The compensation actually realized by our executives in 2018 was considerably lower than the compensation awarded in 2018, primarily because no amounts were earned in respect of the 2016-2018 Performance Share awards based on the Company’s relative total shareholder return for the 2016-2018 Incentive Period.

Executive Overview

The following chart compares our CEO’s pay awarded in 2017 and 2018 to the compensation that he actually realized in 2017 and 2018, respectively.

Elements of the Company’s Executive Compensation Program

Elements of the Company’s Executive Compensation Program

The Company’s executive compensation program for fiscal year 2018 consisted of the following core elements:

Annual Base SalaryAnnual IncentiveStretch GoalsLong-Term IncentivesPerformance SharesCash-Settled Performance UnitsRestricted Stock UnitsPost-Termination Pay ProgramsCompensation At RiskWhat? Cash Cash Cash Equity Cash Equity Cash/OtherWhen? Annual Annual Annual 3-year TSR incentive period 3-year digital revenue incentive period 3-year vesting period Post-termination in specified circumstancesHow determined?Nature of the position, individual and Company performance, internal pay equity and market dataTarget based on nature of the position, individual experience and knowledge base, internal pay equity and market dataPayout based on:Company financial goals (adjusted EBITDA and digital revenue)Individual strategic and culture goalsPayout of 8.33% of base salary based on achievement of each of:Target number of unique visitorsTarget number of digital-only paid subscribersTarget local market penetration of digital marketing services for a maximum of 25%Target based on the nature of position, internal pay equity, and market dataPayout based on TSR relative to pre-defined peer group for the incentive periodTarget based on the nature of position, internal pay equity, and market dataPayout based on digital revenue growth relative to pre-defined growth rates for each year during the incentive periodTarget based on the nature of position, internal pay equity, and market dataPayout in annual installments over a three-year vesting period, with value depending on long-term stock price appreciationSeverance programs and levels are based upon the nature of the position and generally are moderate at market levelBenefit programs include, among others, a 401(k) plan, deferred compensation plan, legacy pension plans and legacy executive life insurance and medical plans

Compensation Governance

Compensation Governance

The Board’s commitment to strong corporate governance practices extends to the compensation plans, principles, programs and policies established by the Committee. The Company’s notable compensation-related governance practices and policies include the following:

How the Committee Determines NEO Compensation

The Committee determines our NEOs’ compensation target and mix (including base salary, annual incentive target, long-term incentive mix and target, and other compensation components) based on its business judgment, in light of our compensation guiding principles. Its determination takes into account the nature and responsibility of the position, executive officer and Company performance (both historically and in the prior year), internal pay equity among positions, and the input of management and the Committee’s independent compensation consultant. In addition, the Committee considers comparative peer group market data and feedback from stockholders as further described below.

COMPARATIVE MARKET DATA

In October 2017, Meridian provided a report to the Committee that, among other things, outlined current executive compensation trends and practices and compared each senior executive’s compensation to the compensation of similar officers at market, industry and revenue-size peer companies (the “Comparative Market Data”). The Comparative Market Data was drawn from the following surveys (which ranged from broad-based to industry-specific): the 2016 Towers Watson Media Executive Survey, the 2016 Towers Watson General Industry Executive Compensation Survey, the 2017 Radford Global Technology Survey, and proxy data for comparable companies based on industry and size. The Committee uses the Comparative Market Data to obtain a general understanding of the compensation structures maintained by similarly-situated companies and to verify that our NEOs’ compensation target and mix fall within an appropriate range based on the broad market reference points provided by the Comparative Market Data. The Committee does not, however, target elements of compensation to a certain percentage or percentile within the Comparative Market Data.

SAY-ON-PAY RESULTS AND STOCKHOLDER ENGAGEMENT

In evaluating executive compensation programs, policies and practices, and in making decisions impacting 2018 NEO compensation, the Committee noted that the Company’s existing executive compensation program has been well received by stockholders. At the Company’s 2018 Annual Meeting, approximately 93% of the votes cast were “for” the advisory resolution to approve the Company’s executive compensation program (the “Say-on-Pay” proposal). The Committee will continue to consider the outcome of upcoming Say-on-Pay votes when making future NEO compensation decisions.

In its ongoing stockholder engagement efforts, the Company solicits feedback regarding our executive compensation programs, and any feedback received through the process is considered by the Committee in making compensation decisions for our senior executives. More information about the Company’s stockholder engagement efforts is available under “Environmental, Social and Governance Matters—Corporate Governance—Stockholder Engagement” on page [●] of this Proxy Statement.

Base Salary

Base Salary

On an annual basis, the Committee reviews and considers changes to each executive’s base salary in light of the following factors:

For 2018, the Committee approved base salary changes for certain NEOs, which became effective January 1, 2018. The Committee approved these base salary changes to maintain compensation at a level it considers competitive with industry and market peers in our Comparative Market Data set, and also considered each NEO’s individual performance and contributions in 2017 and any changes in their respective roles and responsibilities.

Annual Cash Incentives

In 2018, our senior executives participated in the Company’s annual cash incentive program, which offered an incentive opportunity linked to attainment of certain annual financial goals of the Company, as well as the Committee’s assessment of each officer’s individual contributions relative to Company-wide strategic and culture objectives. Because cash incentives generally are designed to reflect Company and individual performance during the year, they can vary significantly in amount from year to year. The manner in which the Committee determined annual incentive targets and actual payout amounts for 2018 is described below.

ANNUAL CASH INCENTIVE TARGETS

The Committee, in consultation with its independent compensation consultant, approved the 2018 annual cash incentive targets for our senior executives, taking into account our CEO’s recommendations for executives other than our CEO. These targets are calculated by multiplying each executive’s base salary by a target percentage, which the Committee determines after considering:

In addition, as described under “Additional Information Regarding the Summary Compensation Table and the Grants of Plan-Based Awards Table” on page [●] of this Proxy Statement, the Company has entered into letter agreements with certain executives that specify their respective minimum annual cash incentive target percentage opportunities.

Annual Cash Incentives

Based on the foregoing, the 2018 annual incentive target opportunities for each NEO were approved by the Committee as follows:

ANNUAL INCENTIVE DETERMINATIONS

In making final 2018 annual incentive determinations, the Committee considered the Company’s achievement relative to Company-wide financial performance goals, as well as each executive’s performance relative to individual strategic and culture goals. In February 2018, our CEO’s strategic and culture goals were approved by the Committee, and each other NEO’s goals were developed by our CEO in collaboration with such NEO. Each element of an executive’s annual incentive opportunity was evaluated and earned independently of the others.

Annual Cash Incentives

In accordance with the foregoing, the Committee determined the 2018 annual incentive payout amount for each NEO based upon the following considerations:

Company Financial Performance. Adjusted EBITDA was approximately $308.97 million and digital revenue was approximately $809.99 million for 2018, resulting in 81.75% funding relative to target for the portion of each executive’s incentive tied to Adjusted EBITDA, 78.63% funding relative to target for the portion of each executive’s incentive tied to digital revenue, and 80.5% funding on a blended basis relative to target for the entire portion of each executive’s incentive tied to financial performance.

Annual Cash Incentives

Contributions to Strategic Plan. Our vision is to become essential for consumers and marketers seeking meaningful connections with their communities across digital, print, and other channels. The Company is committed to a business strategy that drives audience growth and engagement by delivering deeper content experiences our audiences value while offering the products and marketing expertise our advertisers desire. As discussed above, the Committee determines this portion of each executive officer’s incentive based upon the executive’s performance against strategic goals specific to the executive. Highlighted below are the key elements of our strategy, as well as the ways in which the Company advanced its strategic plan in 2018.

Annual Cash Incentives

Contributions to Company Culture. We are committed to building a culture that encourages true individuality and diversity—mirroring the communities we serve. These ideals are essential to delivering high quality content, products, and services, which are critical to our strategy, and our entire team is involved and accountable in keeping inclusion, diversity and equity at the forefront in building our brand. As discussed above, the Committee determines this portion of each executive officer’s incentive based upon the executive’s performance against culture goals specific to the executive. In 2018, the Company’s culture goals were advanced through a number of initiatives, including:

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL

Our annual incentive program provides that, to be entitled to an annual incentive payment, each participating executive must remain employed with the Company through the date following year-end on which payments are made to program participants, subject to two exceptions. If an executive either (1) is involuntarily terminated by the Company without cause or (2) voluntarily terminates employment after having attained at least age 65 or at least age 55 with five or more years of service, the executive is entitled to a prorated payment based on the number of days the executive participated in the program prior to termination. The amount of the payment would be determined based on actual performance relative to the predefined performance goals in effect and be paid after the applicable incentive period at the same time amounts are paid to other participants.

If the Company were to experience a “Change in Control” as defined in the 2015 Plan after the date of this Proxy Statement, the amount payable to each participating executive would be fixed at the greater of: (i) the amount that would be paid based on actual performance relative to the predefined performance goals in effect prior to the Change in Control; and (ii) the participant’s target incentive opportunity. Such amount would be payable after the applicable incentive period at the time cash incentives are ordinarily paid, subject to the participant’s continued service with the Company.

2018 Cash Incentives for Stretch Goals

For 2018, each NEO (other than Mr. Zidich) also had an opportunity to earn an additional cash award if the Company achieved the following predetermined stretch goals:

Long-Term Incentives

The stretch goals are cash incentive opportunities payable under and subject to the 2015 Plan. The target incentive payout for each stretch goal was 8.33% of base salary, for a maximum payout opportunity of 25% of base salary. Each goal could be achieved and earned independently of any other goal. The impact of acquisition activity was excluded from the measurement of the Company’s achievement of goals 2 and 3, but not for goal 1, which is measured by comScore, Inc. In 2018, the Company did not achieve any of its stretch goals; accordingly, no payments were earned in respect of any goal. The Committee discontinued the use of stretch goals for 2019 because it believes other elements of our compensation program sufficiently incent executives to pursue strategic digital objectives.

2018 Total Cash Incentive Payouts

Based on the foregoing, the Committee awarded 2018 annual cash incentive and stretch goal payouts to our NEOs in the amounts set forth below.