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): May 3, 2011

 

 

GANNETT CO., INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware		1-6961		16-0442930
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. 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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

Gannett Co., Inc. held its Annual Meeting of Shareholders on May 3, 2011. The voting results on the proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results on the proposal to re-elect nine nominees to the Board of Directors were as follows:

 

		For				Withhold
John E. Cody			165,965,393				2,544,207
Craig A. Dubow			164,279,689				4,229,911
Howard D. Elias			166,115,337				2,394,263
Arthur H. Harper			136,941,261				31,568,338
John Jeffry Louis			166,257,741				2,251,858
Marjorie Magner			136,273,445				32,236,154
Scott K. McCune			166,084,932				2,424,667
Duncan M. McFarland			136,200,376				32,309,224
Neal Shapiro			166,124,427				2,385,172

Proposal 2

The voting results on the proposal to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm were as follows:

 

						Broker
For		Against		Abstain		Non-Vote
203,950,371		765,427		245,018		- 0 -

Proposal 3

The voting results on the non-binding advisory resolution on the compensation of the Company’s named executive officers reported in the Company’s 2011 proxy statement were as follows:

 

						Broker
For		Against		Abstain		Non-Vote
124,212,147		40,794,298		3,503,154		36,451,216

Proposal 4

The voting results of the non-binding advisory proposal on the frequency of future advisory votes on the compensation of the Company’s named executive officers were as follows:

 

								Broker
Every Year		Every 2 Years		Every 3 Years		Abstain		Non-Vote
154,497,786		559,668		12,716,185		735,469		36,451,708

After considering these voting results, on May 3, 2011, the Board adopted a resolution to hold future advisory votes on the compensation of the Company’s named executive officers every year until the next shareholder vote on the frequency of such votes.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

Date: May 6, 2011