UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 21, 2022
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36097
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38-3910250
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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7950 Jones Branch Drive, McLean, Virginia
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22107-0910
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(Address of principal executive offices)
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(Zip Code)
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(703) 854-6000
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Not Applicable
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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GCI
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The New York Stock Exchange
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Preferred Stock Purchase Rights
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N/A
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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As of November 21, 2022, the board of directors of Gannett Co., Inc. (the “Company”), granted an exemption to an investor and its related funds (the
“Investor”) from certain provisions of the Company’s Section 382 Rights Agreement (the “Rights Agreement”), dated as of April 6, 2020, and determined that such Investor is an Exempt Person and the Rights become exercisable if the Investor acquires
more than 9.99% of the outstanding common shares prior to the expiration of the Rights Agreement. Terms used herein and not otherwise defined have the meanings given them in the Rights Agreement.
This Current Report on Form 8-K is being furnished pursuant to Regulation FD. The information furnished pursuant to this Current Report
on Form 8-K shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the
Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or
incorporated by reference therein.
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Gannett Co., Inc.
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Date: November 22, 2022
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By:
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/s/ Douglas E. Horne
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Douglas E. Horne
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Chief Financial Officer and Chief Accounting Officer (principal financial and principal accounting officer)
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