March 2, 2015 Last Updated 7:28 am

Gannett begins to reveal details of publishing spin off, gets Carl Icahn to back off

Icahn, who together with affiliates owns 6.6% of Gannett shares, has agreed to withdraw all of his previously submitted director nominations

Press Release:

McLean, Virginia – March 2, 2015 — Gannett Co., Inc. today detailed the corporate governance profile of the independent publishing company which will be spun off later this year as a public company operating under the Gannett name.

The corporate governance profile for the new publishing company will include:

  • The Board of Directors will be elected annually
  • Special meetings can be called by holders of 20% of the outstanding shares
  • If a shareholder rights plan is adopted, it will expire after 135 days unless extended by a majority vote of shareholders
  • A majority voting standard will apply to uncontested director elections
  • No supermajority voting provisions unless required by law

In connection with Gannett’s establishment of these governance provisions for the publishing company, Carl Icahn, who together with affiliates owns 6.6% of Gannett shares, has agreed to certain customary standstill provisions and has withdrawn all of his previously submitted director nominations and proxy proposals in connection with Gannett’s 2015 Annual Meeting.

Marge Magner, non-executive chairman of Gannett’s Board of Directors, said, “Establishing an appropriate governance profile for the new publishing company has been a top priority for the Board as we prepare for the separation later this year. The details we are announcing today reflect productive conversations we’ve had with Mr. Icahn and other shareholders, and are consistent with Gannett’s shareholder focus and track record of responsible corporate governance.”

Additional details regarding the separation and the new publishing company will be outlined in Gannett’s preliminary information statement to be included in the registration statement on Form 10 expected to be filed by the new publishing company this month with the U.S. Securities and Exchange Commission.

The agreement between Gannett and Mr. Icahn will be filed on Form 8-K with the Securities and Exchange Commission.

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