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): December 7, 2018 (November 30, 2018)
 
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
 
 
         
Delaware
 
1-36874
 
47-2390983
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
   
7950 Jones Branch Drive, McLean,
Virginia
 
22107-0910
(Address of principal executive offices)
 
(Zip Code)
(703) 854-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
 
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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 the 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 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On November 30, 2018, Gannett Co., Inc. (the “Company”) entered into an employment retention agreement with Barbara W. Wall, the Company’s Senior Vice President and Chief Legal Officer (the “Agreement”). Pursuant to the Agreement, if Ms. Wall continues her employment with the Company at least through November 29, 2019, she will receive a retention payment in the gross amount of $475,000, less applicable payroll withholdings and deductions.

Item 9.01
Exhibits.
 
(d)
Exhibits

Exhibit No.
  
Description
  
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.
 
             
 
 
  
 
  
 
Gannett Co., Inc.
       
Date: December 7, 2018
 
  
 
By:
 
 /s/ Barbara W. Wall
 
 
  
 
  
 
Barbara W. Wall
 
 
  
 
  
 
Senior Vice President and Chief Legal Officer