Shareholders back Lee Enterprises (NASDAQ: LEE) directors, pay and auditor

Rhea-AI Filing Summary

Lee Enterprises, Incorporated reported the final voting results from its 2026 annual meeting of stockholders held on April 6, 2026. Stockholders elected Ronald J. Kruszewski and Madeline E. McIntosh as directors for three-year terms expiring at the 2029 annual meeting.

All 22,229,939 shares of common stock were entitled to one vote per share, and 19,715,634 shares, or 88.68% of those entitled, were represented by proxy, establishing a quorum. Stockholders gave majority support in a non-binding vote for executive compensation and approved the Second Amendment to the 2020 Long-Term Incentive Plan.

They also ratified the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending September 27, 2026, confirming the existing audit relationship.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 22,229,939 shares Quorum attendance: 19,715,634 shares (88.68%) Votes for Kruszewski: 18,355,607 For +4 more

7 metrics

Shares outstanding 22,229,939 shares Common stock outstanding on March 2, 2026 record date

Quorum attendance 19,715,634 shares (88.68%) Shares represented by proxy at 2026 annual meeting

Votes for Kruszewski 18,355,607 For Election of director Ronald J. Kruszewski; 487,169 Against, 519 Abstain, 872,339 broker non-votes

Votes for McIntosh 18,802,948 For Election of director Madeline E. McIntosh; 39,918 Against, 429 Abstain, 872,339 broker non-votes

Say-on-pay support 18,798,111 For Non-binding vote on named executive officer compensation; 33,165 Against, 12,019 Abstain, 872,339 broker non-votes

Incentive plan amendment 17,921,101 For Approval of Second Amendment to 2020 Long-Term Incentive Plan; 919,991 Against, 2,203 Abstain, 872,339 broker non-votes

Auditor ratification 19,703,454 For Ratification of BDO USA, P.C.; 9,368 Against, 2,812 Abstain, no broker non-votes

Key Terms

independent inspector of election, non-binding vote, Long-Term Incentive Plan, broker non-votes, +1 more

5 terms

independent inspector of election regulatory

"Broadridge Investor Communication Solutions, Inc., the independent inspector of election for the Annual Meeting"

non-binding vote regulatory

"The stockholders approved, by non-binding vote, the compensation of the named executive officers"

Long-Term Incentive Plan financial

"The stockholders approved the Second Amendment to the 2020 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

broker non-votes regulatory

"Votes were cast as follows For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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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): April 6, 2026

_______________________________________________________________________________________

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its charter)

_______________________________________________________________________________________

Delaware			1-6227			42-0823980
(State of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			4600 E. 53rd Street, Davenport, Iowa 52807
			(Address of Principal Executive Offices)
			(563) 383-2100
			Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $.01 per share			LEE			The Nasdaq Global Select Market

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 o

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. o

Item 5.07    Submission of Matters to a Vote of Security Holders

Lee Enterprises, Incorporated (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on April 6, 2026.

On April 6, 2026, Broadridge Investor Communication Solutions, Inc., the independent inspector of election for the Annual Meeting (the “Inspector of Election”), issued its final report certifying the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

Each share of our common stock, par value $0.01 per share (“Common Stock”) outstanding on March 2, 2026, the record date for the Annual Meeting (the “Record Date”), had one vote on each proposal. On the Record Date, there were 22,229,939 shares of Common Stock outstanding. Present at the Annual Meeting were holders of 19,715,634 shares of Common Stock, all represented by proxy, or 88.68% of the outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.

The stockholders voted to elect Ronald J. Kruszewski and Madeline E. McIntosh as directors to serve for a three-year term expiring at the Company’s 2029 annual meeting of stockholders. Votes were cast as follows:

			For			Against			Abstain			Broker Non-Votes
Ronald J. Kruszewski			18,355,607			487,169			519			872,339
Madeline E. McIntosh			18,802,948			39,918			429			872,339

The stockholders approved, by non-binding vote, the compensation of the named executive officers as disclosed in the Company’s 2026 proxy statement, and votes were cast as follows:

For			Against			Abstain			Broker Non-Votes
18,798,111			33,165			12,019			872,339

The stockholders approved the Second Amendment to the 2020 Long-Term Incentive Plan as disclosed in the Company's 2026 proxy statement. Votes were cast as follows:

For			Against			Abstain			Broker Non-Votes
17,921,101			919,991			2,203			872,339

The stockholders voted to ratify the appointment of BDO USA, P.C. to serve as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2026.

			For			Against			Abstain			Broker Non-Votes
Ratify Appointment of BDO USA, P.C.			19,703,454			9,368			2,812			—

SIGNATURES

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 thereunto duly authorized.

LEE ENTERPRISES, INCORPORATED

Date:

April 7, 2026

By:

/s/ Joshua P. Rinehults

Joshua P. Rinehults

Vice President, Interim Chief Financial Officer and Treasurer

FAQ

What was the quorum at Lee (LEE) 2026 annual stockholders meeting?

At the 2026 annual meeting, Lee reached a quorum with 19,715,634 common shares represented by proxy. This equaled 88.68% of the 22,229,939 shares outstanding on the March 2, 2026 record date, allowing official shareholder business to proceed.

Which directors were elected at Lee (LEE) 2026 annual meeting and for how long?

Shareholders elected Ronald J. Kruszewski and Madeline E. McIntosh to the Lee board. They will serve three-year terms expiring at the company’s 2029 annual meeting, following strong “For” vote totals relative to “Against” and abstentions, with additional broker non-votes recorded.

How did Lee (LEE) shareholders vote on executive compensation in 2026?

Lee shareholders approved, on a non-binding basis, the compensation of named executive officers as disclosed in the 2026 proxy statement. The vote totaled 18,798,111 shares in favor, 33,165 against, and 12,019 abstentions, with 872,339 broker non-votes recorded on the proposal.

What happened with Lee (LEE) 2020 Long-Term Incentive Plan at the 2026 meeting?

Shareholders approved the Second Amendment to Lee’s 2020 Long-Term Incentive Plan. Votes were 17,921,101 shares for, 919,991 against, and 2,203 abstentions, with 872,339 broker non-votes. This approval allows the company to continue equity-based compensation under the amended plan terms.

Which auditor did Lee (LEE) shareholders ratify for fiscal 2026?

Shareholders ratified BDO USA, P.C. as Lee’s independent registered public accounting firm for the fiscal year ending September 27, 2026. The auditor ratification vote was 19,703,454 shares for, 9,368 against, and 2,812 abstentions, with no broker non-votes reported.

How many Lee (LEE) common shares were entitled to vote at the 2026 meeting?

On the March 2, 2026 record date, 22,229,939 shares of Lee common stock were outstanding and entitled to one vote per share. These shares formed the voting base for all proposals considered at the 2026 annual meeting of stockholders in April 2026.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB