Item 5.07 Submission of Matters to a Vote of Security Holders.
TEGNA Inc., a Delaware corporation ("TEGNA" or the "Company"), held a special
meeting of stockholders on May 17, 2022 (the "Special Meeting"). A definitive
proxy statement on Schedule 14A with respect to the Special Meeting was filed
with the U.S. Securities and Exchange Commission on April 13, 2022 (the "Proxy
Statement"). Descriptions of each of the proposals voted upon at the Special
Meeting are contained in the Proxy Statement. At the close of business on
April 12, 2022, the record date of the Special Meeting, the Company had
222,776,530 shares of common stock, par value $1.00 per share ("Common Stock")
issued and outstanding. The holders of a total of 177,635,942 shares of Common
Stock were present at the Special Meeting, either in person or by proxy,
representing approximately 79.73% of the shares of Common Stock issued and
outstanding and entitled to vote, which constituted a quorum for the purpose of
the Special Meeting.
The following is a summary of the final voting results with respect to each of
the proposals, including the number of votes cast for and against, and the
number of abstentions.
1. A proposal to approve the adoption of the Agreement and Plan of Merger,
dated as of February 22, 2022, as amended by Amendment No. 1 on March 10, 2022
(as may be further amended or supplemented, the "Merger Agreement"), by and
among TEGNA, Teton Parent Corp., Teton Merger Corp., and solely for purposes of
certain provisions specified therein, Community News Media LLC, CNM Television
Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General
Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus
Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG
Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating
Company, LLC, Teton Midco Corp., Teton Opco Corp. and CMG Farnsworth Television
Acquisition Company, LLC.
For Against Abstain
175,527,937 1,256,185 851,820
2. A proposal to approve, on an advisory (non-binding) basis, the compensation
that may be paid or become payable to TEGNA's named executive officers that is
based on or otherwise related to the Merger Agreement and the transactions
contemplated by the Merger Agreement.
For Against Abstain
52,347,027 122,602,320 2,686,595
3. A proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies if there are insufficient votes to adopt the Merger
Agreement at the time of the Special Meeting.
For Against Abstain
161,653,560 15,093,908 888,474
An adjournment was not necessary in light of adoption of the Merger Agreement.
Item 8.01 Other Events.
On May 17, 2022, the Company issued a press release (the "Press Release")
announcing the preliminary results of the Special Meeting. A copy of the Press
Release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated May 17, 2022
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Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the
"safe harbor" provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are based on a number of assumptions about future
events and are subject to various risks, uncertainties and other factors that
may cause actual results to differ materially from the views, beliefs,
projections and estimates expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to, those discussed
under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, Quarterly Reports on Form 10-Q, and the following:
(1) the timing, receipt and terms and conditions of any required governmental or
regulatory approvals of the proposed transaction between TEGNA and affiliates of
Standard General and the related transactions involving the parties to the
proposed transaction that could reduce the anticipated benefits of or cause the
parties to abandon the proposed transaction, (2) risks related to the
satisfaction of the conditions to closing the proposed transaction (including
the failure to obtain necessary regulatory approvals or the approval of the
Company's stockholders), and the related transactions involving the parties to
the proposed transaction, in the anticipated timeframe or at all, (3) the risk
that any announcements relating to the proposed transaction could have adverse
effects on the market price of the Company's common stock, (4) disruption from
the proposed transaction making it more difficult to maintain business and
operational relationships, including retaining and hiring key personnel and
maintaining relationships with the Company's customers, vendors and others with
whom it does business, (5) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
entered into pursuant to the proposed transaction or of the transactions
involving the parties to the proposed transaction, (6) risks related to
disruption of management's attention from the Company's ongoing business
operations due to the proposed transaction, (7) significant transaction costs,
(8) the risk of litigation and/or regulatory actions related to the proposed
transaction or unfavorable results from currently pending litigation and
proceedings or litigation and proceedings that could arise in the future,
(9) other business effects, including the effects of industry, market, economic,
political or regulatory conditions, (10) information technology system failures,
data security breaches, data privacy compliance, network disruptions, and
cybersecurity, malware or ransomware attacks, and (11) changes resulting from
the COVID-19 pandemic (including the effect of COVID-19 on the Company's
revenues, particularly its nonpolitical advertising revenues), which could
exacerbate any of the risks described above.
Readers are cautioned not to place undue reliance on forward-looking statements
made by or on behalf of the Company. Each such statement speaks only as of the
day it was made. The Company undertakes no obligation to update or to revise any
forward-looking statements. The factors described above cannot be controlled by
the Company. When used in this communication, the words "believes," "estimates,"
"plans," "expects," "should," "could," "outlook," and "anticipates" and similar
expressions as they relate to the Company or its management are intended to
identify forward looking statements. Forward-looking statements in this
communication may include, without limitation: statements about the potential
benefits of the proposed acquisition, anticipated growth rates, the Company's
plans, objectives, expectations, and the anticipated timing of closing the
proposed transaction.
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