USA TODAY Co. (NYSE: TDAY) shareholders back board but keep supermajority rules

Rhea-AI Filing Summary

USA TODAY Co., Inc. reported the results of its annual stockholder meeting held on June 1, 2026. Stockholders entitled to vote held 146,702,111 common shares as of April 7, 2026.

All eight director nominees were elected, each receiving over 105 million votes in favor with roughly 1–2 million votes withheld and 18.9 million broker non-votes. Stockholders also ratified Grant Thornton LLP as independent auditor for the 2026 fiscal year and approved, on an advisory basis, the Company’s executive compensation program.

Several governance-related proposals to adopt majority voting in uncontested director elections and to remove various supermajority voting requirements in the Charter and Bylaws received more than 106 million votes for but did not secure the required 80% of outstanding voting power, so the existing supermajority provisions remain in place.

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 entitled to vote: 146,702,111 shares Director votes for Maha Al-Emam: 106,127,368 votes for Auditor ratification support: 125,807,625 votes for +3 more

6 metrics

Shares entitled to vote 146,702,111 shares Common stock entitled to vote as of April 7, 2026

Director votes for Maha Al-Emam 106,127,368 votes for Election to Board with 919,644 votes withheld and 18,871,953 broker non-votes

Auditor ratification support 125,807,625 votes for Ratification of Grant Thornton LLP, with 86,138 against and 25,202 abstentions

Say-on-pay support 105,249,093 votes for Advisory approval of executive compensation, with 1,728,651 against and 69,268 abstentions

Majority voting bylaw change votes 106,928,312 votes for Proposal to implement majority voting in uncontested elections, did not meet 80% requirement

Supermajority removal (Charter) votes 106,901,932 votes for Proposal 5a to remove certain Charter supermajority rules, below required 80% of voting power

Key Terms

broker non-votes, majority voting, supermajority voting requirement, advisory basis, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes* Maha Al-Emam | 106,127,368 | 919,644 | 18,871,953"

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.

majority voting regulatory

"amendment to the Company's Amended and Restated Bylaws ... to implement majority voting in uncontested director elections"

Majority voting is a rule for corporate elections that requires a candidate to receive more than half of the votes cast to win a board seat or for a proposal to pass. Think of it like choosing a class representative: the winner must get a clear majority rather than just the largest share. It matters to investors because it strengthens shareholder influence over board composition and accountability, affecting management decisions and long-term company value.

supermajority voting requirement regulatory

"to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter"

A supermajority voting requirement is a rule that a larger-than-normal share of votes—often two-thirds or three-quarters—must approve certain corporate actions, such as mergers, charter changes, or major asset sales. It matters to investors because it makes it harder for a simple majority to force major changes, protecting long-term plans or blocking hostile takeovers, but it can also entrench management or make beneficial deals harder to complete; think of it as needing extra votes like a jury requiring more than a simple majority to reach a verdict.

advisory basis financial

"The Company's stockholders approved, on an advisory basis, the Company's executive compensation."

independent registered public accounting firm financial

"ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

0001579684false00015796842026-06-012026-06-01

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):

June 1, 2026

USA TODAY CO., INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36097

38-3910250

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

175 Sully's Trail, Suite 203,

Pittsford,

New York

14534-4560

(Address of principal executive offices)

(Zip Code)

(585)

598-0050

Not Applicable

(Registrant's telephone number, including area code)

(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))

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

TDAY

New York Stock Exchange

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 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the "Annual Meeting") of USA TODAY Co., Inc. (the "Company"), held on June 1, 2026, the stockholders of the Company voted on the matters described below. As of April 7, 2026, the record date for the Annual Meeting, holders of 146,702,111 shares of common stock of the Company were entitled to vote.

Proposal 1. The Company's stockholders elected the following eight director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.

Director Nominees						Votes For						Votes Withheld						Broker Non-Votes*
Maha Al-Emam						106,127,368						919,644						18,871,953
Theodore P. Janulis						105,399,575						1,647,437						18,871,953
John Jeffry Louis III						105,111,250						1,935,762						18,871,953
Michael E. Reed						105,467,991						1,579,021						18,871,953
Amy Reinhard						105,633,738						1,413,274						18,871,953
Debra A. Sandler						105,454,418						1,592,594						18,871,953
Kevin M. Sheehan						105,400,716						1,646,296						18,871,953
Barbara W. Wall						105,194,946						1,852,066						18,871,953

Proposal 2. The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions
125,807,625						86,138						25,202

Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions						Broker Non-Votes*
105,249,093						1,728,651						69,268						18,871,953

Proposal 4. The Company's stockholders did not approve an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions						Broker Non-Votes*
106,928,312						81,666						37,034						18,871,953

Proposal 5a. The Company's stockholders did not approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter") to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions						Broker Non-Votes*
106,901,932						107,486						37,594						18,871,953

Proposal 5b. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to the amendment of the Bylaws. Approval of this proposal would have required

the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions						Broker Non-Votes*
106,904,406						103,573						39,033						18,871,953

Proposal 5c. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.

Votes For						Votes Against						Abstentions						Broker Non-Votes*
106,901,142						104,664						41,206						18,871,953

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm but not entitled to vote on any other proposals at the Annual Meeting.

Use of Website to Distribute Material Company Information

The Company's website is www.usatodayco.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.

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 hereunto duly authorized.

						USA TODAY Co., Inc.
Date: June 1, 2026			By:			/s/ Trisha M. Gosser
						Trisha M. Gosser
						Chief Financial Officer (principal financial officer)

FAQ

What did USA TODAY Co., Inc. stockholders vote on at the June 1, 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, executive compensation, and several governance changes. Eight directors were elected, Grant Thornton LLP was ratified as auditor, pay practices received advisory approval, and proposals to adopt majority voting and remove supermajority requirements did not pass.

How many USA TODAY Co., Inc. shares were entitled to vote at the 2026 annual meeting?

A total of 146,702,111 common shares were entitled to vote as of April 7, 2026. This record date share count determined which stockholders could participate in electing directors, ratifying the auditor, approving executive compensation, and considering the governance-related Charter and Bylaw amendments.

Were all USA TODAY Co., Inc. director nominees elected in 2026?

Yes, all eight director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Maha Al-Emam and Michael E. Reed, received more than 105 million votes for, with approximately 18.9 million broker non-votes recorded on the director election proposals.

Did USA TODAY Co., Inc. stockholders approve executive compensation on an advisory basis?

Yes, stockholders approved the Company’s executive compensation on an advisory basis. The vote totaled 105,249,093 shares for, 1,728,651 against, and 69,268 abstentions, with 18,871,953 broker non-votes, indicating broad but not unanimous support for the compensation program.

What happened to USA TODAY Co., Inc.’s proposals to remove supermajority voting requirements?

Proposals to eliminate supermajority voting for Charter and Bylaw amendments and director removal did not pass. Each received about 106.9 million votes for, but approval required the affirmative vote of at least 80% of the Company’s issued and outstanding voting power.

Which auditor did USA TODAY Co., Inc. stockholders ratify for fiscal year 2026?

Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for 2026. The proposal received 125,807,625 votes for, 86,138 against, and 25,202 abstentions, reflecting strong support for continuing the existing audit relationship for the current fiscal year.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB