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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):
August 26, 2025
TEGNA INC.
(Exact name of Registrant as Specified in
its Charter)
|
Delaware |
1-6961 |
16-0442930 |
| (State or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
8350 Broad
Street, Suite 2000, Tysons, Virginia |
22102-5151 |
| (Address of Principal Executive Offices) |
(Zip Code) |
|
(703) 873-6600
(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)) |
|
Title of
each class |
Trading
symbol(s) |
Name of
each exchange
on which registered |
| Common Stock |
TGNA |
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 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August
26, 2025, the Board of Directors (the “Board of Directors”) of TEGNA Inc. (the “Company”) approved amendments
to certain provisions of the Company’s By-laws, effective immediately.
The By-laws
were amended to eliminate the requirement that a director who has not served as an executive of the Company (a “Non-Executive Director”)
retire from the Board of Directors by the Company’s first annual meeting of stockholders after reaching the age of seventy-three
(73). The amendments further provide (i) that within thirty (30) days of a Non-Executive Director reaching the age of seventy-five (75),
such Non-Executive Director shall offer to submit a letter of resignation (an “Offer to Resign”) to the Governance, Public
Policy and Corporate Responsibility Committee of the Board of Directors (the “Governance Committee”), which will make a recommendation
to the Board of Directors as to whether to accept or reject such Offer to Resign and (ii) that, if the Board of Directors rejects such
Offer to Resign, the Non-Executive Director may continue to serve as a director of the Company; provided however that such Non-Executive
Director will be required to submit a new Offer to Resign within thirty (30) days following his or her birthday in each subsequent year.
In addition,
the By-laws were amended to eliminate the requirement that a member of the Board of Directors who has served or is serving as the Chief
Executive Officer of the Company retire from the Board of Directors by the Company’s first annual meeting of stockholders after
reaching the age of seventy-three (73). The amendments further provide (i) that within thirty (30) days of such director reaching the
age of seventy-five (75), such director shall offer to submit an Offer to Resign to the Governance Committee, which will make a recommendation
to the Board of Directors as to whether to accept or reject such Offer to Resign and (ii) that, if the Board of Directors rejects such
Offer to Resign, such director may continue to serve as a director of the Company; provided however that such director will be required
to submit a new Offer to Resign within thirty (30) days following his or her birthday in each subsequent year.
The foregoing
summary of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws,
which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 3.1 |
By-laws of TEGNA Inc., as amended through August 26, 2025. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
TEGNA INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Alex Tolston |
|
| |
|
Alex Tolston |
| |
|
Senior Vice President and Chief Legal Officer |
Date: August 29, 2025
