Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2020, Gannett Co., Inc. (the "Company") issued a press release
announcing the departure of the Company's Chief Financial Officer, Alison K.
Engle as of the end of the first quarter. A copy of the press release is
furnished herewith as Exhibit 99.1, which is incorporated herein by
reference. Ms. Engle's departure is not in connection with any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices.
The Company and Ms. Engle entered into a Transition Services Agreement, dated as
of January 6, 2020 (the "Transition Agreement"). The Transition Agreement
provides that Ms. Engle will continue as Chief Financial Officer of the Company
through April 3, 2020 (the "Transition Date") and that she will also perform
services related to transition and integration matters as reasonably requested
by the Board of Directors of the Company (the "Transition Services"). Ms.
Engle's employment with the Company and its subsidiaries (the "Company Group")
will cease effective as of the Transition Date or, if earlier, upon a
termination of employment by the Company Group without cause, by Ms. Engle for
Good Reason (as defined in the Transition Agreement), or as a result of a
termination of employment due to Ms. Engle's death or disability (such date, the
"Qualifying Termination Date").
The Transition Agreement provides that Ms. Engle will continue to receive from
the Company Group her annual base salary as in effect as of January 6, 2020
through the date of her termination of employment and also an annual cash
incentive bonus for 2019 at the target level of performance.
The Transition Agreement generally provides that if Ms. Engle continues in the
employment of the Company Group and performs the Transition Services during the
period commencing on the closing of the acquisition of Gannett Media Corp. (then
known as Gannett Co., Inc.) by the Company (then known as New Media Investment
Group Inc.) (the "Effective Time") and through and including the Qualifying
Termination Date, then, as consideration for the Transition Services, she will
receive the payments and benefits provided under Sections 7(b)(ii)-(v) of the
Company Change in Control Severance Plan (the "CIC Retention Bonus") and a cash
retention bonus of $500,000. Payment of the CIC Retention Bonus is conditioned
upon Ms. Engle executing and delivering a release of claims in favor of the
Company Group. As consideration for the CIC Retention Bonus, Ms. Engle
generally will not be eligible to receive any other severance payment or benefit
under the Company Change in Control Severance Plan or otherwise.
The Transition Agreement further provides that, effective as of the Qualifying
Termination Date, Ms. Engle will have incurred a termination of employment by
the Company Group without cause for purposes of any then-outstanding award
originally granted by Gannett Media Corp. prior to the Effective Time under the
Gannett Co., Inc. 2015 Omnibus Incentive Plan, and each other agreement by and
between any member of the Company Group and Ms. Engle that contain such a term
or provision, including the Employment Retention Agreement, dated January 15,
2019.
The preceding description of the Transition Agreement is a summary of its
material terms, does not purport to be complete, and is qualified in its
entirety by reference to the Transition Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 3, 2020, the Board of Directors of the Company approved a change to
the Company's fiscal year end from the last Sunday of the calendar year, to the
last day of the calendar year. A transition report will not be required.
The Board's decision to change the fiscal year end was related to the previously
announced closing of the acquisition by the Company (then known as New Media
Investment Group Inc.) of all of the issued and outstanding stock of the company
formerly known as Gannett Co., Inc., which used the last day of the calendar
year as its fiscal year end.
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Item 8.01 Other Events.
On January 7, 2020, the Company issued a press release announcing the prepayment
of approximately $36.2 million in principal and accrued interest pursuant to its
senior secured term loan facility. A copy of the press release is furnished
herewith as Exhibit 99.2, which is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Transition Services Agreement, dated January 6, 2020, by and between
Gannett Co., Inc. and Alison K. Engel
99.1 Press Release dated January 6, 2020
99.2 Press Release dated January 7, 2020
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