UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

MNG ENTERPRISES, INC.

April 1, 2019

To the Stockholders of Gannett Co., Inc.:

MNG Enterprises, Inc. (“MNG Enterprises”, “we”, “us” or “our”) beneficially owns 8,506,799 shares of common stock, par value $0.01 per share (the “Common Stock”), of Gannett Co., Inc., a Delaware corporation (“Gannett”), representing approximately 7.4% of the outstanding shares of Common Stock and making us one of Gannett’s largest stockholders.

On January 14, 2019, we made a proposal (the “Proposed Transaction”) to acquire all of the outstanding shares of Common Stock for $12.00 per share in cash, a 41% premium over Gannett’s $8.53 closing price on December 31, 2018 and a 23% premium to its closing price of $9.75 on January 11, 2019. We have stated our strong preference to engage cooperatively with Gannett’s Board of Directors (the “Board”) to work toward a mutually beneficial transaction at a significant premium to the market price. However, on February 4, 2019, before even meeting with us to discuss the Proposed Transaction, the Board rejected our proposal and refused our request to extend Gannett’s deadline for director nominations. Since then, we have continued our work on the Proposed Transaction, including by obtaining a “highly confident letter” from Oaktree Capital Management, L.P., a subsidiary of Oaktree Capital Group, LLC (NYSE: OAK) and a knowledgeable investor with experience in the newspaper publishing industry, expressing high confidence in our ability to attain a debt financing package sufficient to complete the Proposed Transaction. Yet, the Board has refused to negotiate with us around the Proposed Transaction, and has not permitted us to conduct confirmatory due diligence on Gannett, which is necessary for us to finalize a financing package. Gannett’s performance continues to deteriorate, with net income down 93% from 2014 to 2018.¹ We have serious concerns regarding the ability of the Company’s digital transformation strategy to create value, and believe that the Board should be taking all reasonable and appropriate steps to maximize value for all Gannett stockholders now, before additional stockholder value is lost.

We believe that the Proposed Transaction would provide compelling and immediate cash value for Gannett stockholders, and that the current Board represents the primary obstacle preventing a value-maximizing transaction that is in the best interests of all stockholders. As Gannett’s financial performance spirals downwards, Gannett stockholders should be asking themselves whether to trust directors who, after years of poor operating performance, appear intent on blocking immediate and certain value creation opportunities in favor of the continued pursuit of a challenged strategic transformation.

We believe that you deserve a Board that will engage with us regarding the Proposed Transaction, or in the alternative, would commence a strategic review process to maximize value for all Gannett stockholders. For that reason and others, as described in the accompanying Proxy Statement, we are seeking your support for the election of our six nominees at Gannett’s annual meeting of stockholders scheduled to be held on Thursday, May 16, 2019, at 8:30 a.m., local time at Gannett’s corporate headquarters, located at 7950 Jones Branch Drive, McLean, VA 22107 (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”).

Our director candidates have a combination of operational and transaction experience, both inside and outside the media industry, and are committed to maximizing value for all Gannett stockholders. We believe that stockholders would be better served by these candidates than the current directors of Gannett, who have overseen Gannett’s Free Cash Flow decline by $180 million, or 66%, and Net Income fall nearly $200 million, or 93%, from 2014 to 2018.¹ Despite years of poor operating performance, the Board has rejected the Proposed Transaction and the compelling opportunity for immediate cash value and certainty that it presents for Gannett stockholders. We believe that the replacement of a majority of the Board is needed to ensure a true change in direction at Gannett. Your vote for our director candidates will send a clear message to the Board to engage with us on the Proposed Transaction, or in the alternative, to immediately commence a strategic review process to maximize value for all Gannett stockholders. If the newly elected directors deem the Proposed Transaction appropriate in the exercise of their fiduciary duties, we will be prepared to negotiate and complete the Proposed Transaction and/or another business combination with Gannett on an expedited timeframe, or if the newly elected directors commence a strategic review process at Gannett including exploration of a potential sale of Gannett, we will be prepared to participate in that process.

¹ Gannett separated from its former parent company in a spin-off effective on June 29, 2015. Prior to its separation, Gannett was not independent of its parent company and did not have its own independent board of directors.

We urge you to carefully consider the information contained in the accompanying Proxy Statement and then support our efforts by signing, dating and returning the enclosed BLUE proxy card today. The accompanying Proxy Statement and the enclosed BLUE proxy card are first being mailed to stockholders on or about April 1, 2019.

If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating and returning a later dated BLUE proxy card or by voting in person at the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.

Okapi Partners LLC is assisting us with the solicitation of proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

(212) 297-0720 (Main)

Stockholders Call Toll-Free: (888) 785-6668

Email: info@okapipartners.com

www.SaveGannett.com

2019 ANNUAL MEETING OF STOCKHOLDERS
OF
Gannett Co., Inc.  

PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY

MNG Enterprises, Inc. (“MNG Enterprises”, “we”, “us” or “our”) beneficially owns 8,506,799 shares of common stock, par value $0.01 per share (the “Common Stock”), of Gannett Co., Inc., a Delaware corporation (“Gannett” or the “Company”), representing approximately 7.4% of the outstanding shares of Common Stock and making us one of Gannett’s largest stockholders.

We are furnishing this proxy statement (“Proxy Statement”) and accompanying BLUE proxy card to Gannett’s stockholders in connection with the solicitation of proxies in connection with Gannett’s 2019 annual meeting of stockholders (including any and all adjournments, postponements, continuations or reschedulings thereof, or any other meeting of stockholders held in lieu thereof, the “Annual Meeting”). The Annual Meeting is scheduled to be held on Thursday, May 16, 2019, at 8:30 a.m., local time at Gannett’s corporate headquarters, located at 7950 Jones Branch Drive, McLean, VA 22107.

On January 14, 2019, we made a proposal (the “Proposed Transaction”) to acquire all of the outstanding shares of Common Stock for $12.00 per share in cash, a 41% premium over Gannett’s $8.53 closing price on December 31, 2018 and a 23% premium to its closing price of $9.75 on January 11, 2019. We have stated our strong preference to engage cooperatively with Gannett’s Board of Directors (the “Board”) to work toward a mutually beneficial transaction at a significant premium to the market price. However, on February 4, 2019, before even meeting with us to discuss the Proposed Transaction, the Board rejected our proposal and refused our request to extend Gannett’s deadline for director nominations. Since then, we have continued our work on the Proposed Transaction, including by obtaining a “highly confident letter” from Oaktree Capital Management, L.P. (“Oaktree”), a subsidiary of Oaktree Capital Group, LLC (NYSE: OAK) and a knowledgeable investor with experience in the newspaper publishing industry, expressing high confidence in our ability to attain a debt financing package sufficient to complete the Proposed Transaction. Yet, the Board has refused to negotiate with us around the Proposed Transaction, and has not permitted us to conduct confirmatory due diligence on Gannett, which is necessary for us to finalize a financing package. We do not believe that Gannett and the Board have taken all reasonable and appropriate steps to negotiate or further explore the Proposed Transaction.

We have nominated six highly-qualified candidates for election to the Board at the Annual Meeting. Our director candidates have a combination of operational and transaction experience, both inside and outside the media industry, and are committed to maximizing value for all Gannett stockholders. We believe that stockholders would be better served by these candidates than the current directors of Gannett, who have overseen Gannett’s Free Cash Flow decline by $180 million, or 66%, and Net Income fall nearly $200 million, or 93%, from 2014 to 2018.¹ Despite years of poor operating performance, the Board has rejected the Proposed Transaction and the compelling opportunity for immediate cash value and certainty that it presents for Gannett stockholders. We are seeking your support at the Annual Meeting for the following:

¹ Gannett separated from its former parent company in a spin-off effective on June 29, 2015. Prior to its separation, Gannett was not independent of its parent company and did not have its own independent board of directors.

There are eight directorships up for election at the Annual Meeting. We are seeking your support at the Annual Meeting to elect our six MNG Nominees in opposition to Gannett’s director nominees, effectively to replace six incumbent directors with our MNG Nominees. We believe that the replacement of a majority of the Board is needed to ensure a true change in direction at Gannett. As Gannett has nominated eight director candidates for election at the Annual Meeting, because we have nominated only six director candidates, at least two incumbent directors will be elected to the Board at the Annual Meeting. None of the MNG Nominees has committed to support the Proposed Transaction or any other transaction between Gannett and MNG Enterprises, and there can be no assurance that the election of the MNG Nominees will lead to the consummation of any transaction between Gannett and MNG Enterprises, or any other transaction.

This Proxy Statement is soliciting proxies to elect only our six MNG Nominees. Accordingly, the enclosed BLUE proxy card may only be voted for our MNG Nominees and does not confer voting power with respect to any of Gannett’s director nominees. Stockholders who return the BLUE proxy card will only be able to vote for our six MNG Nominees. You can only vote for Gannett’s director nominees by signing and returning a proxy card provided by Gannett. Stockholders should refer to Gannett’s proxy statement for the names, backgrounds, qualifications and other information concerning Gannett’s nominees. Your vote to elect our MNG Nominees will have the legal effect of replacing six incumbent directors with our MNG Nominees.

As of the date hereof, the participants in this solicitation collectively own 8,506,799 shares of Common Stock (the “MNG Group Shares”). The participants in this solicitation intend to vote the MNG Group Shares “FOR” the election of the MNG Nominees, “FOR” the ratification of the appointment of Ernst & Young LLP as Gannett’s independent registered public accounting firm for the 2019 fiscal year and “AGAINST” the advisory resolution to approve executive compensation. While we currently intend to vote all of the MNG Group Shares in favor of the election of the MNG Nominees, we reserve the right to vote some or all of the MNG Group Shares for some or all of Gannett’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the MNG Group Shares for some or all of Gannett’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that less than all of the MNG Nominees would be elected at the Annual Meeting and that by voting the MNG Group Shares we could help elect Gannett nominees that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed BLUE proxy card will be voted at the Annual Meeting as marked.

Gannett has set the close of business on March 18, 2019 as the record date for determining the stockholders entitled to vote at the Annual Meeting (the “Record Date”). Each share of Common Stock is entitled to one vote for each of the proposals to be voted on. The principal executive offices of Gannett are located at 7950 Jones Branch Drive, McLean, Virginia 22107. According to Gannett’s proxy statement, as of the Record Date, there were 114,466,061 shares of Common Stock issued, outstanding and entitled to vote at the Annual Meeting.

This Proxy Statement and the enclosed BLUE proxy card are first being mailed to stockholders on or about April 1, 2019.

THIS SOLICITATION IS BEING MADE BY MNG ENTERPRISES AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF GANNETT.

MNG ENTERPRISES URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE ELECTION OF THE MNG NOMINEES.

IF YOU HAVE ALREADY SENT A white PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE Annual Meeting BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE Annual Meeting OR BY VOTING IN PERSON AT THE Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting –
This Proxy Statement and our BLUE proxy card are available at

www.SaveGannett.com

IMPORTANT

Your vote is important, no matter how many or how few shares of Common Stock you own. MNG Enterprises urges you to sign, date, and return the enclosed BLUE proxy card today to vote “FOR” the election of the MNG Nominees and in accordance with MNG Enterprises’ recommendations on the other proposals on the agenda for the Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from Gannett. Even if you return the WHITE management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our six MNG Nominees only on our BLUE proxy card. So please make certain that the latest dated proxy card you return is the BLUE proxy card.

Okapi Partners is assisting us with the solicitation of proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

(212) 297-0720 (Main)

Stockholders Call Toll-Free: (888) 785-6668

Email: info@okapipartners.com

www.SaveGannett.com

TABLE OF CONTENTS

QUESTIONS AND ANSWERS RELATING TO THIS PROXY SOLICITATION

The following are some of the questions you may have as a stockholder, as well as the answers to those questions. The following is not a substitute for the information contained in this Proxy Statement, and the information below is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this Proxy Statement. We urge you to read this Proxy Statement carefully and in its entirety.

Who is making this solicitation?

The solicitation for election of the MNG Nominees and the other proposals described in this Proxy Statement at the Annual Meeting is being made by MNG Enterprises and certain other participants in this solicitation. The principal business of MNG Enterprises, through its subsidiaries, is the ownership and operation of newspapers. MNG Enterprises is a leader in local, multi-platform news and information, and one of the largest owners and operators of newspapers in the United States by circulation, with approximately 200 publications including The Denver Post, The San Jose Mercury News, The Orange County Register and The Boston Herald. The business address of MNG Enterprises, a Delaware corporation, is 101 W. Colfax Avenue, Denver, Colorado 80202.

For information regarding the directors and executive officers of MNG Enterprises and the other participants in this solicitation, please see Annex A to this Proxy Statement.

What are we asking you to vote for?

We are seeking your support at the Annual Meeting to elect our six MNG Nominees, Timothy Barton, Heath Freeman, R. Joseph Fuchs, Guy Gilmore, Dana Needleman and Steven Rossi, to the Board to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified.

In addition to the election of directors, there are two other proposals being presented for stockholder approval at the Annual Meeting. Please see the sections entitled “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm” and “Proposal No. 3: Advisory Vote on Executive Compensation,” for more about each of these proposals and for our voting recommendations.

Why are we soliciting your vote?

On January 14, 2019, we made a proposal to acquire all of the outstanding shares of Common Stock for $12.00 per share in cash, a 41% premium over Gannett’s $8.53 closing price on December 31, 2018 and a 23% premium to its closing price of $9.75 on January 11, 2019, which we refer to as the Proposed Transaction. We have stated our strong preference to engage cooperatively with the Board to work toward a mutually beneficial transaction at a significant premium to the market price. However, on February 4, 2019, before even meeting with us to discuss the Proposed Transaction, the Board rejected our proposal and refused our request to extend Gannett’s deadline for director nominations. Since then, we have continued our work on the Proposed Transaction, including by obtaining a “highly confident letter” from Oaktree, a subsidiary of Oaktree Capital Group, LLC (NYSE: OAK) and a knowledgeable investor with experience in the newspaper publishing industry, expressing high confidence in our ability to attain a debt financing package sufficient to complete the Proposed Transaction. Yet, the Board has refused to negotiate with us around the Proposed Transaction, and has not permitted us to conduct confirmatory due diligence on Gannett, which is necessary for us to finalize a financing package. We do not believe that Gannett and the Board have taken all reasonable and appropriate steps to negotiate or further explore the Proposed Transaction, and we believe that the current Board represents the primary obstacle preventing a value-maximizing transaction that is in the best interests of all stockholders.

We have nominated six highly-qualified candidates for election to the Board at the Annual Meeting. Our director candidates have a combination of operational and transaction experience, both inside and outside the media industry, and are committed to maximizing value for all Gannett stockholders. We believe that stockholders would be better served by these candidates than the current directors of Gannett, who have overseen Gannett’s Free Cash Flow decline by $180 million, or 66%, and Net Income fall nearly $200 million, or 93%, from 2014 to 2018.¹ Despite years of poor operating performance, the Board has rejected the Proposed Transaction and the compelling opportunity for immediate cash value and certainty that it presents for Gannett stockholders. Your vote for our director candidates will send a clear message to the Board to engage with us on the Proposed Transaction, or in the alternative, to immediately commence a strategic review process to maximize value for all Gannett stockholders.

We urge the stockholders to support us in this effort by voting “FOR” our MNG Nominees.

Who are the MNG Nominees?

We are proposing that our MNG Nominees, Timothy Barton, Heath Freeman, R. Joseph Fuchs, Guy Gilmore, Dana Needleman and Steven Rossi, be elected as directors of Gannett to serve on the Board until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified. 

Who is entitled to vote at the Annual Meeting and how many votes do you have?

Gannett has set the close of business on March 18, 2019 as the Record Date for determining the stockholders entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote for each of the proposals to be voted on.

Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Stockholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common Stock after the Record Date.

According to Gannett’s proxy statement, as of the Record Date, there were 114,466,061 shares of Common Stock outstanding and there are no other securities of Gannett outstanding and entitled to vote at the Annual Meeting.

How do proxies work?

MNG Enterprises is asking you to appoint Heath Freeman, Andrew Freedman and Bruce Goldfarb, and each of them, as your proxy holders to vote your shares of Common Stock at the Annual Meeting. You make this appointment by voting the enclosed BLUE proxy card or by using one of the voting methods described below. Giving us your proxy means you authorize the proxy holders to vote your shares at the Annual Meeting, according to the directions you provide. You may vote for all, some or none of our director candidates. Whether or not you are able to attend the Annual Meeting, you are urged to sign, date and return the enclosed BLUE proxy card. All valid proxies received prior to the Annual Meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, the shares of Common Stock will be voted in accordance with that specification. In the absence of specific instructions, shares of Common Stock represented by properly executed BLUE proxy cards will be voted “FOR” the election of the MNG Nominees, “FOR” the ratification of the appointment of Ernst & Young LLP as Gannett’s independent registered public accounting firm for the 2019 fiscal year and “AGAINST” the advisory resolution to approve executive compensation.

What is the difference between holding shares as a stockholder of record/registered stockholder and as a beneficial owner of shares?

If your shares of Common Stock are registered directly in your name with Gannett’s transfer agent, you are considered a “stockholder of record” or a “registered stockholder” of those shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, then you are a beneficial owner of shares held in street name. In that case, you will receive proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.

How do you attend the Annual Meeting?

The Annual Meeting is scheduled to be held on Thursday, May 16, 2019, at 8:30 a.m., local time at Gannett’s corporate headquarters, located at 7950 Jones Branch Drive, McLean, VA 22107. Please see Gannett’s proxy statement for instructions on how to attend the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of Common Stock as of the Record Date is considered a quorum for the transaction of business. If you submit a properly completed proxy or if you appear at the Annual Meeting to vote in person, your shares of Common Stock will be considered part of the quorum. Once a quorum is present, voting on specific proposals may proceed.

What is the effect of an “ABSTAIN” vote?

Abstentions are considered to be present and entitled to vote with respect to each relevant proposal, but are not considered “votes cast” on these proposals. As a result of the voting requirements for each of the proposals to be considered at the Annual Meeting, abstentions will have no effect on the outcome of Proposals 1 and 3 but will have the same effect as a vote “against” Proposal 2.

What is a broker non-vote?

A “broker non-vote” occurs when a broker submits a proxy for a meeting with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Given the delivery to brokers of competing sets of proxy materials with respect to the Annual Meeting, applicable rules governing brokers’ discretionary authority will not permit such brokers to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not, to the extent street-name holders have been provided with MNG Enterprises’ materials. As a result, broker non-votes will have no effect on the outcome of any of the matters presented for your vote. If your shares are held of record by a bank, broker or other nominee, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

What vote is required to elect the MNG Nominees?

Pursuant to Gannett’s Amended and Restated Bylaws (the “Bylaws”), in the event of a “contested election” of directors, directors are elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. The Bylaws provide that a “contested election” means any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, as determined by Gannett’s Secretary as of the close of the applicable notice of nomination period. As disclosed in Gannett’s proxy statement, the Annual Meeting is considered a “contested election” under the Bylaws, and the eight director nominees receiving the highest number of “FOR” votes cast will be elected.

What vote is required to approve the other proposals described in this Proxy Statement?

According to Gannett’s proxy statement, the approval of Proposal No. 2 requires the affirmative vote of the majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting.

According to Gannett’s proxy statement, because Proposal No. 3 is a non-binding, advisory vote, there is no specific approval requirement for such proposal. However, the proposal will be approved on a non-binding, advisory basis if the number of votes cast “for” the proposal exceeds the number of votes cast “against” it.

If I vote for the MNG Nominees, am I agreeing to a business combination between MNG Enterprises and Gannett?

No. We are not asking you to consent to or vote on the Proposed Transaction or any other transaction between Gannett and MNG Enterprises. Additionally, although the MNG Nominees have expressed their commitment to maximizing value for all Gannett stockholders, none of the MNG Nominees has committed to support the Proposed Transaction or any other transaction between Gannett and MNG Enterprises. We expect that the MNG Nominees will exercise their independent judgement in all matters before the Board in accordance with their fiduciary duties to Gannett and the stockholders and applicable law, including with the respect to consideration of the Proposed Transaction or any other transaction with MNG Enterprises. There can be no assurance that the election of the MNG Nominees will lead to the consummation of any transaction between Gannett and MNG Enterprises, or any other transaction.

What should you do in order to vote for the MNG Nominees and the other proposals?

Your vote is important, no matter how many or how few shares of Common Stock you own. MNG Enterprises urges you to sign, date, and return the enclosed BLUE proxy card today to vote “FOR” the election of the MNG Nominees and in accordance with MNG Enterprises’ recommendations on the other proposals on the agenda for the Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from Gannett. Even if you return the WHITE management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our six MNG Nominees only on our BLUE proxy card. So please make certain that the latest dated proxy card you return is the BLUE proxy card.

What does it mean if you receive more than one BLUE proxy card on or about the same time?

It generally means you hold shares registered in more than one account. In order to vote all of your shares, please sign, date, and return each BLUE proxy card or, if you vote via the Internet or telephone, vote once for each BLUE proxy card you receive.

How do I revoke a proxy?

Stockholders of Gannett may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to MNG Enterprises in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement or to Gannett at 7950 Jones Branch Drive, McLean, Virginia 22107 or any other address provided by Gannett. Although a revocation is effective if delivered to Gannett, we request that either the original or photostatic copies of all revocations be mailed to MNG Enterprises in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Okapi Partners may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of our MNG Nominees.

Who is paying for the solicitation on behalf of MNG Enterprises?

MNG Enterprises will pay all costs of the solicitation of proxies on behalf of MNG Enterprises and the other participants described in this Proxy Statement for the Annual Meeting. MNG Enterprises intends to seek reimbursement from Gannett of all expenses it incurs in connection with this solicitation. MNG Enterprises does not intend to submit the question of such reimbursement to a vote of security holders of Gannett.

Whom should I call if I have any questions about the solicitation?

Okapi Partners is assisting MNG Enterprises with its effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

(212) 297-0720 (Main)

Stockholders Call Toll-Free: (888) 785-6668

Email: info@okapipartners.com

www.SaveGannett.com

Your vote is important, no matter how many or how few shares of Common Stock you own. MNG Enterprises urges you to sign, date, and return the enclosed BLUE proxy card today to vote “FOR” the election of our MNG Nominees and in accordance with MNG Enterprises’ recommendations on the other proposals on the agenda for the Annual Meeting.

BACKGROUND OF THE SOLICITATION

The following is a chronology of material events leading up to this proxy solicitation.  

We do not expect that the MNG Nominees will be unable to stand for election, but, in the event any MNG Nominee is unable to serve, or for good cause will not serve, the shares of Common Stock represented by the enclosed BLUE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under Gannett’s organizational documents and applicable law. In addition, we reserve the right to nominate substitute person(s) if Gannett makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any MNG Nominee, to the extent this is not prohibited under Gannett’s organizational documents and applicable law. In any such case, shares of Common Stock represented by the enclosed BLUE proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under Gannett’s organizational documents and applicable law, if Gannett increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to our position that any attempt to increase the size of the current Board or to classify the Board constitutes an unlawful manipulation of Gannett’s corporate machinery.

While we currently intend to vote all of the MNG Group Shares in favor of the election of the MNG Nominees, we reserve the right to vote some or all of the MNG Group Shares for some or all of Gannett’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. We would only intend to vote some or all of the MNG Group Shares for some or all of Gannett’s director nominees in the event it were to become apparent to us, based on the projected voting results at such time, that less than all of the MNG Nominees would be elected at the Annual Meeting and that by voting the MNG Group Shares we could help elect Gannett nominees that we believe are the most qualified to serve as directors and thus help achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed BLUE proxy card will be voted at the Annual Meeting as marked.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE MNG NOMINEES ON THE ENCLOSED BLUE PROXY CARD

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in Gannett’s proxy statement, Gannett has proposed that the stockholders ratify the Audit Committee’s appointment of Ernst & Young LLP as Gannett’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Additional information regarding this proposal is contained in Gannett’s proxy statement.

We do not object to the ratification of the Audit Committee’s appointment of Ernst & Young LLP and recommend that you vote “FOR” this proposal by checking the appropriate box and signing, dating and returning the enclosed BLUE proxy card.

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

As discussed in further detail in Gannett’s proxy statement, Gannett is asking stockholders to approve, on an advisory basis, the compensation of Gannett’s named executive officers as described under “Compensation Discussion and Analysis” in Gannett’s proxy statement and the related executive compensation tables, notes and narrative. Accordingly, Gannett is asking stockholders to vote for the following resolution:

“RESOLVED, that the stockholders of Gannett Co., Inc. approve the compensation of Gannett’s named executive officers as disclosed in this Proxy Statement, including ‘Compensation Discussion and Analysis,’ the compensation tables and the related discussion.”

As discussed in Gannett’s proxy statement, while the say-on-pay vote is non-binding, the Executive Compensation Committee of the Board and the Board value the views of Gannett’s stockholders and will take the outcome into account when considering future compensation decisions affecting Gannett’s named executive officers.

We make no recommendation with respect to the approval, on an advisory basis, of the compensation of Gannett’s named executive officers, and intend to vote our shares “AGAINST” this proposal.

SOLICITATION OF PROXIES

Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of MNG Enterprises, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The MNG Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees.

We have retained Okapi Partners for solicitation and advisory services in connection with solicitations relating to the Annual Meeting. Okapi Partners will receive a retainer of $80,000, applicable toward the final fee to be mutually agreed upon by MNG Enterprises and Okapi Partners and reimbursement of reasonable out-of-pocket expenses for its services to MNG Enterprises in connection with the solicitation. Approximately 45 people may be employed by Okapi Partners to solicit proxies from Gannett’s stockholders for the Annual Meeting. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of Common Stock held as of the Record Date. MNG Enterprises will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith. In addition, directors, officers, members and certain other employees of MNG Enterprises and its affiliates may solicit proxies as part of their duties in the normal course of their employment without any additional compensation.

MNG Enterprises will pay all costs of the solicitation of proxies on behalf of MNG Enterprises and the other participants described in this Proxy Statement for the Annual Meeting. MNG Enterprises intends to seek reimbursement from Gannett of all expenses it incurs in connection with this solicitation. MNG Enterprises does not intend to submit the question of such reimbursement to a vote of security holders of Gannett. The expenses incurred by MNG Enterprises or on MNG Enterprises’ behalf to date in furtherance of, or in connection with, the solicitation of proxies for the Annual Meeting is $500,000 and MNG Enterprises anticipates that its total expenses will be approximately $1.25 million. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any such solicitation.

ADDITIONAL PARTICIPANT INFORMATION

The “Participants” in the proxy solicitation are anticipated to be MNG Enterprises, MNG Holdings, Opportunities, Alden, Timothy Barton, Heath Freeman, R. Joseph Fuchs, Guy Gilmore, Dana Needleman and Steven Rossi.

The principal business of Opportunities is investing in securities and related instruments. The principal business of MNG Enterprises is to serve as the parent company and manager of a leading newspaper publisher in local, multi-platform news and information. The principal business of MNG Holdings is to serve as the managing member of Opportunities. The principal business of Alden is investment management. The principal occupation of Mr. Freeman is serving as the President of Alden.

The principal business address of each of MNG Enterprises, MNG Holdings and Opportunities is 101 W. Colfax Avenue, Denver, Colorado 80202. The principal business address of each of Alden and Mr. Freeman is 885 Third Avenue, New York, New York 10022.

As of the date hereof, Opportunities directly beneficially owns 8,506,799 shares of Common Stock. MNG Holdings, as the managing member of Opportunities, beneficially owns the 8,506,799 shares of Common Stock owned by Opportunities. MNG Enterprises, as the sole member of MNG Holdings, beneficially owns the 8,506,799 shares of Common Stock owned by Opportunities. Alden, as the investment manager of funds that collectively hold a majority voting interest in MNG Enterprises, beneficially owns the 8,506,799 shares of Common Stock owned by Opportunities. Mr. Freeman, as the President of Alden, beneficially owns the 8,506,799 shares of Common Stock owned by Opportunities.

The shares of Common Stock purchased by Opportunities were purchased with working capital of Opportunities.

The Group beneficially owns the 8,506,799 shares of Common Stock owned in the aggregate by all of the Participants. Each Participant disclaims beneficial ownership of the shares of Common Stock he, she or it does not directly own. For information regarding purchases and sales of securities of Gannett during the past two years by the Participants, see Schedule I.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of Gannett; (iii) no Participant owns any securities of Gannett which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of Gannett during the past two years; (v) no part of the purchase price or market value of the securities of Gannett owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Gannett, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of Gannett; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Gannett; (ix) no Participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of Gannett’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Gannett or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by Gannett or its affiliates, or with respect to any future transactions to which Gannett or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xii) no Participant holds any positions or offices with Gannett; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by Gannett to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of Gannett. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to Gannett or any of its subsidiaries or has a material interest adverse to Gannett or any of its subsidiaries. With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten years.

CERTAIN ADDITIONAL INFORMATION

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. MNG Enterprises will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi Partners, at the following address or phone number: 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or call toll free at (888) 785-6668. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

This Proxy Statement is dated April 1, 2019. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, and the mailing of this Proxy Statement to stockholders shall not create any implication to the contrary.

STOCKHOLDER PROPOSALS

As discussed in Gannett’s proxy statement, proposals of stockholders intended to be presented at Gannett’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) must, in order to be considered for inclusion in Gannett’s proxy statement and the form of proxy for the 2020 Annual Meeting, be submitted in writing to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary, be received by November 26, 2019, and otherwise satisfy the requirements specified in Rule 14a-8 under the Exchange Act.

As discussed in Gannett’s proxy statement, under Gannett’s organizational documents, any stockholder intending to propose items of business and/or nominate director candidates for the 2020 Annual Meeting that are not intended to be included in Gannett’s proxy materials must submit written notice of such proposals or nominations to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary. Such notice must be delivered no earlier than the close of business on January 17, 2020 and no later than the close of business on February 16, 2020. However, if the date of the 2020 Annual Meeting is more than 30 days before or more than 60 days after the anniversary of this year’s Annual Meeting, such notice must be delivered no earlier than the close of business on the 120^th day prior to the 2020 Annual Meeting and no later than the close of business on the 90^th day prior to the 2020 Annual Meeting, or if the first public announcement of the date of the 2020 Annual Meeting is less than 100 days prior to the date of the 2020 Annual Meeting, the 10^th day following the day on which Gannett first makes a public announcement of the date of the 2020 Annual Meeting.

The principal executive offices of Gannett are located at 7950 Jones Branch Drive, McLean, Virginia 22107.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2020 Annual Meeting is based on information contained in Gannett’s proxy statement and the Bylaws. The incorporation of this information in this Proxy Statement should not be construed as an admission by any of the participants that such procedures are legal, valid or binding.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN GANNETT’S PROXY STATEMENT RELATING TO THE Annual Meeting BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON GANNETT’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF GANNETT. 

SCHEDULE I

TRANSACTIONS IN SECURITIES OF GANNETT DURING THE PAST TWO YEARS

SCHEDULE II

The following table is reprinted from Gannett’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2019.

Securities Beneficially Owned by Directors, Executive Officers and Principal Stockholders

The information below regarding beneficial ownership of common stock has been presented in accordance with SEC rules and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of common stock includes any shares as to which a person, directly or indirectly, has or shares voting power or investment power and any shares as to which a person has the right to acquire such voting or investment power within 60 days through the exercise of any stock option or other right, including through the settlement of vested RSUs in shares of common stock.

The following table presents, as of March 1, 2019, information based on the Company’s records and filings with the SEC regarding beneficial ownership of each person who is known to be the beneficial owner of more than five percent of the Company’s common stock, each director and each nominee to the Board of Directors, the Company’s NEOs for 2018 (other than Ms. Rowlands and Mr. Zidich, who departed in January 2019 and April 2018, respectively), and all directors and executive officers of the Company as a group. None of the shares owned by the Company’s directors or executive officers was pledged.

SCHEDULE III

Set forth below is the name and present principal business, occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the executive officers and directors of MNG Enterprises, MNG Holdings, Opportunities and Alden. To the best of our knowledge, except as set forth herein, none of the persons listed below beneficially owns any securities of Gannett or is a party to any contract, agreement or understanding required to be disclosed herein.

Directors and Executive Officers of MNG Enterprises

Unless otherwise indicated below: (i) each occupation set forth opposite an individual’s name refers to employment with MNG Enterprises, and (ii) for each person, the business address is 101 W. Colfax Avenue, Denver, Colorado 80202.

Directors and Executive Officers of MNG Holdings

Unless otherwise indicated below: (i) each occupation set forth opposite an individual’s name refers to employment with MNG Holdings, and (ii) for each person, the business address is 101 W. Colfax Avenue, Denver, Colorado 80202.

Directors and Executive Officers of Opportunities

Unless otherwise indicated below: (i) each occupation set forth opposite an individual’s name refers to employment with Opportunities, and (ii) for each person, the business address is 101 W. Colfax Avenue, Denver, Colorado 80202.

Directors and Executive Officers of Alden

Unless otherwise indicated below: (i) each occupation set forth opposite an individual’s name refers to employment with Alden, and (ii) for each person, the business address is 885 Third Avenue, New York, NY 10022.

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give MNG Enterprises your proxy “FOR” the election of the MNG Nominees and in accordance with MNG Enterprises’ recommendations on the other proposals on the agenda for the Annual Meeting by taking these three steps:

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed BLUE voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Okapi Partners at the address set forth below.

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

(212) 297-0720 (Main)

Stockholders Call Toll-Free: (888) 785-6668

Email: info@okapipartners.com

www.SaveGannett.com