UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 4, 2023, the Board of Directors of TEGNA Inc. (the “Company”) adopted the following special cash retention and restricted stock unit awards, subject to the provisions of the Cash Retention Award Agreement and Restricted Stock Unit Award Agreement, the forms of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K:
| Name and Title |
Cash Retention Award (1) | RSU Award (2) | Total | |||||||||
| David T. Lougee President and Chief Executive Officer |
$ | 2,400,000 | $ | 3,600,000 | $ | 6,000,000 | ||||||
| Lynn B. Trelstad Executive Vice President and Chief Operating Officer – Media Operations |
$ | 600,000 | $ | 900,000 | $ | 1,500,000 | ||||||
| Clifton A. McClelland Senior Vice President, Controller |
$ | 300,000 | $ | 450,000 | $ | 750,000 | ||||||
| (1) | The cash retention awards will be paid in two equal installments provided that the executive remains in continuous employment with the Company or any of its subsidiaries through August 6, 2024, for the first cash retention payment and through August 6, 2025, for the second cash retention payment. Grantees will be eligible for, and the Company will pay to them, to the extent not previously paid, both of the cash retention payments if, before August 6, 2025, the Company terminates employment with the Company or its affiliates without Cause (as such term is defined in the Cash Retention Award Agreement), employment is terminated by reason of permanent disability (as determined under the Company’s Long Term Disability Plan) or grantee terminates employment for Good Reason (as such term is defined in the Cash Retention Award Agreement). |
| (2) | The restricted stock units (“RSUs”) entitle the grantee to receive one share of the Company’s common stock for each RSU granted. The number of RSU’s will be calculated based on the opening price of the Company’s common stock on August 7, 2023. The RSU’s will vest 50% on August 6, 2024, and 50% on August 6, 2025, provided that the executive remains in continuous employment with the Company or any of its subsidiaries until each such date. Unvested RSUs under each of the grants are subject to forfeiture upon the occurrence of certain events related to termination of employment. The grants can vest, on a pro rata basis, at an earlier date upon death or permanent disability (as determined under the Company’s Long Term Disability Plan) of the recipient of the award. Under the terms of the Restricted Stock Unit Award Agreement, grants become fully vested in the event of a termination without Cause or a termination for Good Reason within the 24-month period following a Change in Control (as each term is defined in the Restricted Stock Unit Award Agreement). |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 10.1 | Form of Cash Retention Award Agreement. | |
| 10.2 | Form of Restricted Stock Unit Award Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| Date: August 9, 2023 | TEGNA Inc. | |||||
| By: | /s/ Marc S. Sher | |||||
| Marc S. Sher | ||||||
| Vice President, Associate General Counsel and Secretary | ||||||