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Proposal 1—Election of Directors: Committee Charters |
solicit proxies in support of director nominees other than the Company’s nominees at any annual meeting of shareholders must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than 60 days prior to the anniversary of the previous year’s annual meeting date, except that, if we did not hold an annual meeting during the previous year, or if the date of the meeting has changed by more than 30 calendar days from the previous year, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which we first announce the date of the annual meeting. See “How do I submit a shareholder proposal or nominate a director for election at the 2024 Annual Meeting?” on page 28 for additional information.
The By-laws of the Company establish a mandatory retirement age of 73 for directors who have not been executives of the Company and 65 for directors who have served as executives, except that the Board of Directors may extend the retirement age beyond 65 for directors who are or have been the CEO of the Company. The Company’s Principles of Corporate Governance also provide that a director who retires from, or has a material change in responsibility or position with, the primary entity by which that director was employed at the time of his or her election to the Board of Directors shall offer to submit a letter of resignation to the Nominating and Governance Committee for its consideration. The Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken.
In July 2022, Mr. Epstein resigned from his position with DAZN Group and in February 2023, Mr. Elias informed the Board that he was retiring from Dell Technologies, effective May 5, 2023. In accordance with the procedures outlined in the Company’s Principles of Corporate Governance, Mr. Epstein and Mr. Elias each offered to submit a letter of resignation to the Committee for consideration in connection with their respective changes in employment status. In both cases the Committee recommended that the Board not accept the resignation offers and the Board accepted the Committee’s recommendations. With respect to Mr. Epstein, it was the sense of the Committee, and the Board more generally, that Mr. Epstein’s extensive knowledge of media, technology and capital markets, as well as his deep transactional experience, expertise in overseeing strategic business initiatives and financial acumen would continue to make him a valuable member of the Board. With respect to Mr. Elias, it was the sense of the Committee, and the Board more generally, that Mr. Elias is an exemplary leader of the Board, as most notably illustrated by the valuable strategic guidance he provided in connection with the negotiations relating to the merger agreement with certain affiliates of Standard General L.P., and that Mr. Elias’s extensive experience overseeing M&A and new business development and his comprehensive global business and management experience in information technology, would continue to make him an invaluable asset to the Board.
Public Policy and Regulation Committee
The Public Policy and Regulation Committee assists the Board in its oversight of risks relating to legal, regulatory, compliance, public policy and corporate social responsibility matters that may impact the Company’s operations, performance or reputation. The Committee’s duties and responsibilities include reviewing and providing guidance to the Board about legal, regulatory and compliance matters concerning media, antitrust and data privacy and monitoring legislative and regulatory trends and public policy developments that may affect the Company’s operations, strategy, performance or reputation. The Public Policy and Regulation Committee also is responsible for reviewing compliance with the Company’s Ethics Policy and assuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing or adopting additions or amendments to the Ethics Policy as appropriate. In addition, the Committee monitors the Company’s policies and programs relating to corporate social responsibility, sustainability, and ESG-related matters within its purview, and periodically discusses with management the Company’s initiatives for promoting racial and ethnic diversity in its news and other content.
Committee Charters
The written charters governing the Audit Committee, the Leadership Development and Compensation Committee, the Nominating and Governance Committee and the Public Policy and Regulation Committee, as well as the Company’s Principles of Corporate Governance, are posted on the Corporate Governance page of the Company’s website at www.tegna.com under the “Investors” menu. You may also obtain a copy of any of these documents without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary.
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Proposal 1—Election of Directors: The Board’s Role in Risk Oversight |
Second, the vote on the shareholder right to call a special meeting at the 2022 annual meeting took place without the benefit of significant shareholder engagement. In a typical year, members of management and the Board actively engage with our shareholders through in-person and telephonic meetings in order to fully understand their viewpoints concerning the Company, to garner feedback on areas for improvement, to better understand our shareholders’ evolving expectations relating to corporate governance, and to help our shareholders better understand our performance and long-term strategic plan
to generate shareholder value. For instance, in 2021 the Company actively reached out to shareholders representing, in the aggregate, approximately 54% of our outstanding shares in order to understand their viewpoints concerning a variety of topics.
However, 2022 was not a typical year for the Company. The Company’s outreach to its shareholders was relatively limited during the pendency of the Standard General transaction, as we focused our attention on obtaining regulatory approval of the transaction.
Given the importance and consequence of the rights identified in the proposal, the Company believes that, before taking any definitive action, it is best to take additional steps to understand the rationale of shareholders who supported the 2022 proposal and the perspectives of the Company’s current shareholder base. This will be most effectively accomplished by addressing the specific elements of any such shareholder right (e.g., ownership threshold, holding period, required information, etc.) through direct communication with the Company’s shareholders.
Moving forward, the Company intends to take a holistic approach in managing its governance structure and business profile, with the benefit of proactive shareholder engagement to occur after the 2023 annual meeting and in advance of the Company’s 2024 proxy statement filing. The Company is committed to including a management proposal in its 2024 proxy statement regarding a shareholder right to call a special meeting, at which time the Company anticipates it will have completed the engagement referred to above. Such proposal will be responsive to shareholder concerns, and subject to a vote of the Company’s shareholders.
For those who are unable to attend any of our investor meetings, transcripts of all management presentations are available on our website at www.tegna.com. Any shareholder who has an inquiry or meeting request is invited to contact Julie Heskett, Senior Vice President, Financial Planning and Business Operations, at (703) 873-6747.
The Board’s Role in Risk Oversight
The Board is primarily responsible for overseeing the Company’s approach to major risks and the Company’s risk management function in the context of the Company’s strategic plan and operations. In addition, the Company has implemented an enterprise risk management (ERM) program to enhance the Board’s and management’s ability to identify, assess, manage and respond to enterprise-wide strategic, market, operational and compliance risks facing the Company.
Company management has day-to-day responsibility for (1) identifying risks and assessing them in relation to Company strategies and objectives, (2) implementing suitable risk mitigation plans, processes and controls, and (3) appropriately managing risks in a manner that serves the best interests of the Company, its shareholders and other stakeholders. Management regularly reports to the Board on its risk assessments and risk mitigation strategies for the major risks of our business. Senior management and other employees also report to the Board and its committees from time to time on risk-related issues. As part of our ERM program, our Board communicates to management its expectations for evaluating Company strategy and the risks inherent in that strategy, while management provides the Board with the information necessary to evaluate risk. Our ERM program is updated on a regular basis in order to identify potential risk exposures.
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2023 PROXY STATEMENT |
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Executive Compensation: How the Committee Determines NEO Compensation |
TEGNA Retirement Plan (TRP)
Prior to the spin-off of Gannett in June 2015 (the “Gannett Spin-off”), eligible Company employees generally had earned benefits under the Gannett Retirement Plan (GRP). In connection with the Gannett Spin-off, the Company adopted the TEGNA Retirement Plan (TRP), a tax-qualified defined benefit retirement plan which assumed the GRP pension liabilities relating to Company employees. Accordingly, the TRP generally provides retirement income to certain of the Company’s U.S.-based employees who were employed before their benefits were frozen on August 1, 2008, at which time participants, including each of the NEOs (other than Ms. Harker, who did not participate in the GRP and does not participate in the TRP), ceased to earn additional benefits for compensation or service earned on or after that date. The TRP provides benefits for employees based upon years of credited service, and the highest consecutive five-year average of an employee’s compensation out of the final ten years of credited service, referred to as final average earnings, or FAE. Subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans other than the TEGNA Deferred Compensation Plan (DCP). Until benefits commence, participants’ frozen benefits are periodically adjusted to reflect increases in a specified cost-of-living index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy).
Effective January 1, 1998, the Company made a significant change to the GRP for service after that date. Certain employees who were either retirement-eligible or had a significant number of years of service with the Company were “grandfathered” in the plan provisions applicable to them prior to the change (pre-1998 plan provisions). Other employees were transitioned to the post-1997 plan provisions under the GRP.
The pre-1998 plan provisions provide for a benefit that is expressed as a monthly annuity at normal retirement equal to a gross benefit reduced by a portion of the participant’s Social Security benefit. Generally, a participant’s annual gross benefit is calculated by multiplying the participant’s years of credited service by specified percentages (generally 2% for each of a participant’s first 25 years of credited service and 0.7% for years of credited service in excess of 25) and multiplying such amount by the participant’s FAE. Benefits under the pre-1998 plan provisions are paid in the form of monthly annuity payments for the life of the participant and, if applicable, the participant’s designated beneficiary. The pre-1998 plan provisions provide for early retirement subsidies for participants who terminate employment after attaining age 55 and completing five years of service and elect to commence benefits before age 65. Under these provisions, a participant’s gross benefit that would otherwise be paid at age 65 is reduced by 4% for each year the participant retires before age 65. If a participant terminates employment after attaining age 60 with 25 years of service, the participant’s gross benefit that would otherwise be paid at age 65 is reduced by 2.5% for each year the participant retires before age 65.
The post-1997 plan provisions provide for a benefit under a pension equity formula, which generally expresses a participant’s benefit as a current lump sum value based on the sum of annual percentages credited to each participating employee. The percentages increase with years of service, and, in some circumstances, with age. Upon termination or retirement, the total percentages are applied to a participant’s FAE resulting in a lump sum benefit value. The pension equity benefit can be paid as either a lifetime annuity or a lump sum.
As noted above, in connection with the Gannett Spin-off, the TRP assumed the GRP pension liabilities of the NEOs who had accrued a benefit under the GRP. The TRP benefit for each of our participating NEOs is calculated under the post-1997 plan provisions. However, as noted below, the SERP benefit for Ms. Beall is calculated under the pre-1998 plan provisions. Each of the NEOs who participates in the TRP is fully vested in his or her TRP benefit.
In connection with its acquisition of Belo Corp. (Belo), the Company assumed the legacy Belo pension plan (the “Belo Plan”), which was merged into the TRP. Since Mr. Lougee earned a pension benefit while employed by Belo, the total TRP benefit for Mr. Lougee is calculated based on his accruals under both the post-1997 TRP plan provisions and the Belo Plan provisions, in which benefits he is also fully vested. Under the Belo Plan, which was frozen to new benefits as of March 31, 2007, Mr. Lougee will be entitled to monthly annuity payments for his life commencing at age 65 calculated by multiplying his Belo credited service (including any additional service credits provided when the plan was frozen) by his monthly FAE, in each case earned at Belo as of March 31, 2007, and further multiplied by specified percentages (generally 1.1% plus 0.35% for average earnings in excess of covered compensation). If Mr. Lougee were to terminate employment and elect to commence receiving benefits prior to age 65, his benefit that would otherwise be paid at age 65 would be reduced as follows: 3.33% per year for each year of such early retirement prior to age 61 and 6.67% per year for each year of such early retirement between ages 61 and 65.
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2023 PROXY STATEMENT |
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Executive Compensation: How the Committee Determines NEO Compensation |
TEGNA Supplemental Retirement Plan (SERP)
The SERP is a nonqualified retirement plan that provides eligible employees with retirement benefits that cannot be provided under the TRP due to the Internal Revenue Code, which limits the compensation that can be recognized under qualified retirement plans and imposes limits on the amount of benefits which can be paid. For some participants, including Ms. Beall, the SERP also provides a benefit equal to the difference between the benefits calculated under the pre-1998 formula, without regard to the IRS-imposed limits on pay and benefits, and the amount they will receive from the TRP under the post-1997 formula. The SERP benefits for Mr. Lougee and Mr. Harrison are calculated under the post-1997 formula without regard to the IRS-imposed limits on pay and benefits. For all SERP participants, the benefit calculated under the applicable SERP formula is reduced by benefits payable from the TRP. Ms. Harker does not participate in the SERP.
In conjunction with the Company’s decision to freeze benefits under the GRP, the Company also decided to make changes to benefits under the SERP. Generally, until December 31, 2017, SERP participants whose SERP benefits were calculated under the pre-1998 formula continued to accrue benefits under the SERP. However, their benefits for credited service after August 1, 2008 were calculated at a rate that is one-third less than the pre-August 1, 2008 rate. Ms. Beall is the only NEO who was affected by this change. Ms. Beall is currently eligible for early retirement under the pre-1998 formula that applies to her under the SERP.
Effective December 31, 2017, SERP participants whose SERP benefits were calculated under the pre-1998 formula had their SERP benefits frozen such that they ceased to earn additional benefits for earnings, credited service, cost of living adjustments or any other factor or reason after that date. Ms. Beall is the only NEO who was affected by this change.
Effective August 1, 2008, SERP participants whose SERP benefits were not calculated under the pre-1998 formula had their SERP benefits frozen such that they ceased to earn additional benefits for compensation or service earned on or after that date. Until benefits commence, such participants’ frozen benefits are periodically adjusted to reflect increases in a specified cost-of-living index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy). Mr. Lougee and Mr. Harrison are the only NEOs who were affected by this change.
SERP benefits generally vest if the participant terminates employment after attaining age 55 and completing at least five years of service with the Company, although benefits become fully vested upon a change in control.
SERP benefits are generally paid in the form of a lump sum amount when a participant separates from service or, if later, the date the participant attains age 55, except that payment is accelerated in the event that the Company undergoes a change in control.
Mr. Lougee and Ms. Beall each are fully vested in his or her SERP benefits. Mr. Harrison is not vested in his SERP benefit.
TEGNA 401(k) Savings Plan (401(k) Plan)
Most of the Company’s employees based in the United States are eligible to participate in the TEGNA 401(k) Savings Plan (“401(k) Plan”), which permits eligible participants to make pre-tax contributions and provides for matching and other employer contributions. Since 2018, the matching contribution rate for the 401(k) plan has been 100% of the employee’s elective deferrals up to the first 4% of the employee’s compensation. For purposes of the 401(k) Plan and subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and pre-tax contributions to the Company’s benefit plans. Company contributions under the 401(k) Plan are immediately vested when they are made; therefore, as of the date of this Proxy Statement, Company contributions are 100% vested for each of the NEOs.
TEGNA Deferred Compensation Plan (DCP)
Each NEO who participates in the DCP, the Company’s nonqualified deferred compensation plan, may elect to defer all or a portion of his or her compensation under the DCP, provided that the minimum deferral must be $5,000 for each form of compensation (base salary and bonus) for the year of deferral. The amounts deferred by each NEO are vested and will be deemed invested in the fund or funds designated by such NEO from among a number of funds offered under the DCP.
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2023 PROXY STATEMENT |
Proposal 5—Shareholder Proposal regarding Shareholder Ratification of Termination Pay
(Proposal 5 on the proxy card)
Mr. Kenneth Steiner, who holds at least 500 shares of the Company’s common stock, submitted the following proposal, supporting statement and graphic, for which we take no responsibility, and has given notice that he (or a representative) intends to present the proposal at the Annual Meeting. Mr. Steiner’s address is 14 Stoner Avenue, Apt 2M, Great Neck, NY 11021.
Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.
“Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal gives management maximum flexibility because it places no limit on termination pay. Elevated termination pay simply needs to be subject to a non binding shareholder vote.
Generous performance-based pay can be okay but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target bonus better aligns management pay with shareholder interests.
For instance at one company, that does not have this policy, if the CEO is terminated he could receive $44 million in termination pay—over 10 times his base salary plus short-term bonus. The same person could receive a whopping $124 million in accelerated equity payouts in the event of a change in control, even if he remained employed.
It is in the best interest of TGNA shareholders and the morale of TGNA employees to be protected from such lavish management termination packages for one person.
Proposals like this proposal received between 51% and 65% support at:
AbbVie (ABBY)
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
Fiserv (FISV)
Please vote yes:
Special Shareholder Meeting Improvement—Proposal 5
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The Board of Directors unanimously recommends that the shareholders of the Company vote “AGAINST” the Shareholder proposal seeking to give shareholders the right to ratify the termination pay of the Company’s executives. |
TEGNA Inc. – Statement in Opposition of Ratification of Termination Pay Proposal
After careful consideration, the Company’s Board of Directors (the “Board”) unanimously recommends that stockholders vote AGAINST this stockholder proposal for the following reasons:
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2023 PROXY STATEMENT |
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Proposal 5: Shareholder Proposal regarding Shareholder Ratification of Termination Pay |
The Company already limits cash severance payments for executives to three times base salary plus annual bonus.
As fully disclosed in this Proxy Statement, the Company’s existing severance policies already provide reasonable and appropriate severance protections that are consistent with market practices. The Company’s severance plan for executives, the TEGNA Executive Severance Plan, provides a cash severance payment of no more than two times base salary plus annual bonus and the Company’s change in control severance plans, the TEGNA 2015 Change in Control Severance Plan and the TEGNA Transitional Compensation Plan, provide cash severance that does not exceed three times base salary plus annual bonus.
By including long-term incentive awards in the calculation of the proposed limit on severance or termination benefits, the proposal discourages the use of long-term equity awards and is out of sync with market practices. In addition, the proposal would require stockholder approval of an already approved severance element.
The proposal seeks to include “equity awards if vesting is accelerated” in the calculation of the proposed limit on severance or termination payments, which discourages the use of long-term equity awards and directly conflicts with the objectives of our executive compensation program. As described in this Proxy Statement, the Company considers long-term equity awards an important element of our executive compensation program because they foster stock ownership and reward strong performance over multiple years, which in turn drives sustainable value creation for our stockholders.
Long-term equity awards also help the Company to recruit and retain executive talent and are granted and accepted with the expectation that executives will be given a fair opportunity to realize the full value of these awards. The accelerated vesting of long-term equity awards upon a qualifying termination following a change in control is intended to secure the executives’ continued dedication and services in the event of a change in control, which further aligns their interests with those of our stockholders when evaluating any potential transaction. Such accelerated vesting is expressly provided under the Company’s 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”), which was approved by our stockholders at the Company’s 2020 annual meeting. The Board believes, and our stockholders have agreed through their support of the 2020 Plan, that this provision, which is also used by a substantial majority of public companies, encourages executives to remain with the Company during a potential change in control, which further aligns their interests with those of our stockholders when evaluating any such potential transaction, even if such transaction results in a higher likelihood of job loss. If the proposal were adopted, it would require the Company to call a special meeting of stockholders to obtain stockholder approval of such accelerated vesting, which was already approved by our stockholders when they approved the 2020 Plan. The Board believes that such requirement would be expensive, impractical and unnecessary.
The proposal could create increased risk for stockholders and create a misalignment between our executives and our stockholders during a change-in-control transaction.
The proposal would impose significant limits on our use of severance protections to retain senior executives during a potential change in control and potentially impair our ability to deliver maximum stockholder value in such a transaction. The risk of job loss following a change in control, coupled with a limitation on the value that may be realized from previously granted equity awards, could present an unnecessary distraction for our senior executives and could lead them to seek the certainty of new employment while a transaction is being negotiated or is pending. This could result in a risk of the transaction not being completed or being finalized with less favorable terms for stockholders.
By effectively eliminating an important retention tool by requiring stockholder approval of termination payments, including the value of accelerated vesting of long-term equity awards, the proposal could result in a weakened alignment between the interests of our executives and those of our stockholders in a change in control transaction and create increased risk to our stockholders. It could also have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a competitive disadvantage against other companies that do not face similar restrictions or uncertainty regarding their ability to offer termination protection.
The proposal is unnecessary because stockholders already have opportunities to express their approval of our post-termination compensation policies.
Our Board and management team value stockholder input and historically have proactively engaged with and solicited input from our stockholders regarding our executive compensation programs and philosophy. In addition, our existing plans and policies governing post-termination compensation for executives are fully described in the Company’s Proxy Statement each
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2023 PROXY STATEMENT |
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Questions and Answers about the Proxy Materials and Annual Meeting |
Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
TEGNA Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Who may vote at the Annual Meeting?
If you owned Company stock at the close of business on the Record Date, then you may attend and vote online during the virtual Annual Meeting. You will need to follow the instructions set forth above in order to register for the Annual Meeting.
If you hold shares through a bank, broker, or other intermediary, you must provide a valid legal proxy, executed in your favor, from the holder of record if you wish to vote those shares at the Annual Meeting. Otherwise, as a beneficial shareholder, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee in order for your shares to be voted by such nominee on your behalf. A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. In uncontested situations, under NYSE rules, brokers are permitted to exercise discretionary voting authority on “routine” matters, but beneficial shareholders must provide voting instructions with respect to non-routine matters. Only Proposal 2, to consider and act upon a Company proposal to ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year, is considered a “routine” matter. Therefore, with respect to that proposal only, your broker would have the authority to vote without your instruction.
Participants in the TEGNA 401(k) Saving Plan may not vote their plan shares by ballot at the Annual Meeting. For additional information on voting of plan shares held in the TEGNA 401(k) Savings Plan, see the question entitled “How do I vote my shares in the Company’s Dividend Reinvestment and 401(k) Plans?” on page 78 below.
At the close of business on the Record Date, we had approximately 201,403,858 shares of common stock outstanding and entitled to vote. Each share is entitled to one vote on each proposal.
What constitutes a quorum for the Annual Meeting?
The presence, virtually or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum to conduct business. Shares held by an intermediary, such as a banker or a broker, that are voted by the intermediary on any or all matters will be treated as shares present for purposes of determining the presence of a quorum. Abstentions and any broker non-votes (defined above) will be counted for the purpose of determining the existence of a quorum.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to Securities and Exchange Commission (“SEC”) rules, we are permitted to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
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2023 PROXY STATEMENT |
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Questions and Answers about the Proxy Materials and Annual Meeting |
Will I be able to ask questions at the Annual Meeting?
Questions submitted during the Annual Meeting pertinent to meeting matters will be answered during the meeting, subject to time constraints. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting will be included in the rules of conduct that will be available on the virtual Annual Meeting website.
Can I change or revoke my vote?
Yes. If you deliver a proxy by mail, by telephone or via the Internet, you have the right to revoke your proxy in writing (by mailing another proxy bearing a later date), by phone (by another call at a later time), via the Internet (by voting online at a later time), by attending the virtual Annual Meeting and voting by ballot, or by notifying the Company before the Annual Meeting that you want to revoke your proxy. Submitting your vote by mail, telephone or via the Internet will not affect your right to vote by ballot if you decide to attend the Annual Meeting.
What are the votes required to adopt the proposals?
Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast with respect to that director (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). If an incumbent nominee does not receive an affirmative majority of the votes cast, he or she is required to submit a letter of resignation to the Board’s Nominating and Governance Committee, which would recommend to the Board the action to be taken with respect to the letter of resignation. The Board is required to act on the Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.
Ratification of the selection of our independent registered public accounting firm, the non-binding advisory vote to adopt the resolution to approve the Company’s executive compensation program, and the shareholder proposal regarding shareholder ratification of termination pay each require the affirmative vote of the majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting. The choice—1 year, 2 years, or 3 years—for the Frequency Vote on Say on Pay that receives the highest number of votes will be considered by the Company as the shareholders’ recommendation. Abstentions, if any, will have no effect on the election of any director or the Frequency Vote on Say on Pay, but will have the same effect as votes “against” each of the other three proposals. A broker non-vote with respect to each of Proposals One, Three, Four and Five will not be counted as a vote cast and will have no effect on the outcome of the vote for such proposals. We do not expect any broker non-votes for Proposal 2.
How do I vote my shares in the Company’s Dividend Reinvestment and 401(k) Plans?
If you participate in the Company’s Dividend Reinvestment Plan, your shares of stock in that plan can be voted in the same manner as shares held of record. If you do not give instructions, your shares held in the Dividend Reinvestment Plan will not be voted. If you participate in the TEGNA 401(k) Savings Plan (the “401(k) Plan”), only the trustee for the 401(k) Plan may vote the shares on your behalf. Please direct the trustee(s) how to vote your shares by using the enclosed voting instruction form. The deadline for instructing the trustee(s) as to how to vote your shares is 11:59 pm Eastern Time on August 14, 2023. All shares in the 401(k) Plan for which no instructions are received will be voted in the same proportion as instructions provided to the trustee by other 401(k) Plan participants.
How do I submit a shareholder proposal or nominate a director for election at the 2024 Annual Meeting?
To be eligible for inclusion in the proxy materials for the Company’s 2024 Annual Meeting, a shareholder proposal must be submitted in writing to TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary and must be received by March 1, 2024. If the Company changes the date of the 2024 Annual Meeting by more than 30 days from the
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2023 PROXY STATEMENT |
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Questions and Answers about the Proxy Materials and Annual Meeting |
one-year anniversary of the 2023 Annual Meeting, the deadline shall be a reasonable time before the Company begins to print and send its proxy materials.
A shareholder who wishes to present a proposal or nomination at the Company’s 2024 Annual Meeting, but who does not request that the Company solicit proxies for the proposal or nomination, must submit the proposal or nomination to the Company at the same address no earlier than April 19, 2024 and no later than May 9, 2024. If the Company changes the date of the 2024 Annual Meeting by more than 30 days before or 60 days after the one-year anniversary of the 2023 Annual Meeting, the notice of such proposal or nomination must be received no earlier than the date that is 120 days, and not later than the date that is 100 days prior to the date of the 2024 Annual Meeting or, if the first public announcement of the date of the 2024 Annual Meeting is less than 110 days prior to the date of such meeting, the 10th day following the day on which the public announcement of the 2024 Annual Meeting is first made by the Company. The Company’s By-laws require that any such proposal or nomination must contain specific information in order to be validly submitted for consideration.
In addition to satisfying the requirements under the Company’s By-Laws, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 18, 2024. If the Company changes the date of the 2024 Annual Meeting by more than 30 days from the one-year anniversary of the 2023 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following the day on which the Company first announces the date of the 2024 Annual Meeting.
The Company anticipates that the 2024 Annual Meeting will be held in April or May 2024, more than 30 days from the one-year anniversary of the 2023 Annual Meeting. Accordingly, shareholders interested in submitting a shareholder proposal or nomination at the 2024 Annual Meeting are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws and the Company’s By-laws.
Can shareholders and other interested parties communicate directly with our Board?
Yes. The Company invites shareholders and other interested parties to communicate directly and confidentially with the full Board of Directors, the Chair of the Board or the non-management directors as a group by writing to the Board of Directors, the Chair or the Non-Management Directors, TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary. The Secretary will forward such communications to the intended recipient and will retain copies for the Company’s records.
How can I obtain a shareholder list?
We will make available a list of shareholders of record as of the Record Date for inspection by shareholders for any purpose germane to the 2023 Annual Meeting from August 6 through August 16, 2023, a period of ten days before the 2023 Annual Meeting, at our headquarters located at 8350 Broad Street, Suite 2000, Tysons, VA 22102.
What is “householding”?
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name who have elected to receive paper copies of our proxy materials will receive only one copy of our 2022 Annual Report and this Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving multiple copies. This procedure will reduce our printing costs and postage fees. However, if any shareholder residing at such an address wishes to receive a separate copy of this Proxy Statement or the Company’s 2022 Annual Report, he or she may contact the Company’s Secretary at TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102 or by calling the Secretary at (703) 873-6600. Any such shareholder may also contact the Secretary using the above contact information if he or she would like to receive separate Proxy Statements and Annual Reports in the future. If you are receiving multiple copies of the Company’s Annual Report and Proxy Statement, you may request householding in the future by contacting the Secretary.
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2023 PROXY STATEMENT |
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79 |
Additional Information
Other Matters
As of the date of this Proxy Statement, we do not know of any other matters that may be presented for action at the Annual Meeting. However, should other matters properly come before the meeting, the persons named as proxies will vote in a manner as they may, in their discretion, determine.
Incorporation By Reference
To the extent that this Proxy Statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this Proxy Statement entitled “Leadership Development and Compensation Committee Report” and “Report of the Audit Committee” (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing.
Websites
Website addresses referenced in this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.
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, risks and uncertainties related to: changes in the market price of the Company’s shares, general market conditions, access to credit or debt capital markets, applicable securities laws and alternative uses of capital; constraints, volatility, or disruptions in the capital markets or other factors affecting share repurchases, including the Company’s ability to complete the ASR on the expected terms and timing; delays or failures associated with implementation of the Company’s ASR program; the possibility that the Company’s ASR program, or any future share repurchases, may not enhance long-term stockholder value; the possibility that share repurchases pursuant to the ASR program could increase the volatility of the price of the Company’s common stock and diminish the Company’s cash reserves; legal proceedings, judgments or settlements; the response of customers, suppliers and business partners to the termination of the merger agreement, including impacts on and modifications to the Company’s plans, operations and business relating thereto; difficulties in employee retention due to the termination of the merger agreement; the Company’s ability to re-price or renew subscribers and execute on its capital allocation strategy; potential regulatory actions; changes in consumer behaviors and impacts on and modifications to TEGNA’s operations and business relating thereto; and economic, competitive, governmental, technological and other factors and risks that may affect the Company’s operations or financial results, which are discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this press release by wire services, Internet service providers or other media.
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: anticipated growth rates and the Company’s plans, objectives and expectations.
June 29, 2023
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2023 PROXY STATEMENT |
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81 |
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
The following table sets forth additional compensation information for our principal executive officer (“PEO”) and non-PEO NEOs, including the compensation actually paid (“CAP”) to our PEO and Average CAP to our non-PEO NEOs, as determined in accordance with SEC ru les; total shareholder return (“TSR”); net income (loss); and Adjusted EBITDA for the years ended December 31, 2022, 2021, and 2020:
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Summary Compensation Table Total for PEO(1) |
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Compensation Actually Paid to PEO (1)(2) |
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Average Summary Compensation Table Total for Other NEOs(1) |
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Average Compensation Actually Paid to Other NEOs(1)(2) |
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Value of Initial Fixed $100 Investment Based on: |
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Net Income (in thousands) |
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Adjusted EBITDA (in thousands)(4) |
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$ |
7,271,600 |
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$ |
9,933,343 |
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$ |
2,676,808 |
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$ |
3,360,805 |
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$ |
134.49 |
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$ |
105.70 |
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$ |
630,469 |
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$ |
1,131,903 |
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$ |
6,958,477 |
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$ |
12,922,984 |
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$ |
2,485,626 |
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$ |
3,938,236 |
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$ |
115.72 |
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$ |
115.29 |
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$ |
476,955 |
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$ |
948,110 |
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$ |
6,713,385 |
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$ |
6,052,469 |
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$ |
2,506,481 |
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$ |
2,081,797 |
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$ |
85.36 |
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$ |
94.71 |
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$ |
482,778 |
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$ |
1,024,293 |
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(1) |
Mr. Lougee was the PEO for all of the years ended December 31, 2022, 2021, and 2020. Ms. Harker, Ms. Beall, and Mr. Harrison were the Non-PEO NEOs for the years ended December 31, 2022, 2021 and 2020. |
(2) |
The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the Compensation Actually Paid (CAP), as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs for the years ended December 31, 2022, 2021, and 2020: |
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$ |
7,271,600 |
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$ |
6,958,477 |
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$ |
6,713,385 |
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$ |
2,676,808 |
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$ |
2,485,626 |
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$ |
2,506,481 |
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$ |
(4,875,013 |
) |
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$ |
(4,387,505 |
) |
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$ |
(4,387,505 |
) |
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$ |
(1,375,002 |
) |
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$ |
(1,126,503 |
) |
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$ |
(1,111,498 |
) |
Less: Stock awards (as reported on the Summary Compensation Table) |
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$ |
4,574,871 |
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$ |
4,495,908 |
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$ |
4,356,277 |
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$ |
1,290,493 |
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$ |
1,154,794 |
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$ |
1,103,722 |
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The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year |
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The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year |
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$ |
1,525,353 |
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$ |
4,716,432 |
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$ |
(422,478 |
) |
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$ |
369,748 |
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$ |
1,102,364 |
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$ |
(143,482 |
) |
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|
The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year |
|
$ |
1,436,532 |
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$ |
1,145,137 |
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$ |
(136,216 |
) |
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$ |
398,757 |
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$ |
322,680 |
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$ |
(50,389 |
) |
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Less: The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. |
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- |
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$ |
(5,465 |
) |
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$ |
(70,994 |
) |
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- |
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$ |
(725 |
) |
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$ |
(223,037 |
) |
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Compensation actually paid |
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$ |
9,933,343 |
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$ |
12,922,984 |
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$ |
6,052,469 |
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$ |
3,360,805 |
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$ |
3,938,236 |
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$ |
2,081,797 |
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(a) |
Includes Performance Share and RSU awards. |
(3) |
TSR assumes that an investment of $100 was made in our Common Stock and in each Peer Group company on December 31, 2019 and that all dividends were reinvested, and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the beginning and end of the measurement period by the share price at the beginning of the measurement period. Our peer group includes E.W. Scripps Company, Gray Television, Inc., Nexstar Media Group, Inc., and Sinclair Broadcast Group, Inc. (collectively, the “Peer Group”). |
(4) |
Adjusted EBITDA is a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our business. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net (income) loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) income in unconsolidated investments, net, (5) other non-operating items, net, (6) M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking reimbursements and other, net, (9) depreciation and (10) amortization. |
(5) |
Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO NEOs to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2022, 2021, and 2020: |
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Company Selected Measure Name |
Adjusted EBITDA
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Named Executive Officers, Footnote [Text Block] |
Ms. Harker, Ms. Beall, and Mr. Harrison were the Non-PEO NEOs for the years ended December 31, 2022, 2021 and 2020.
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Peer Group Issuers, Footnote [Text Block] |
TSR assumes that an investment of $100 was made in our Common Stock and in each Peer Group company on December 31, 2019 and that all dividends were reinvested, and is measured by dividing total dividends (assuming dividend reinvestment) plus share price change between the beginning and end of the measurement period by the share price at the beginning of the measurement period. Our peer group includes E.W. Scripps Company, Gray Television, Inc., Nexstar Media Group, Inc., and Sinclair Broadcast Group, Inc. (collectively, the “Peer Group”).
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PEO Total Compensation Amount |
$ 7,271,600
|
$ 6,958,477
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$ 6,713,385
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PEO Actually Paid Compensation Amount |
$ 9,933,343
|
12,922,984
|
6,052,469
|
Adjustment To PEO Compensation, Footnote [Text Block] |
The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the Compensation Actually Paid (CAP), as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs for the years ended December 31, 2022, 2021, and 2020:
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$ |
7,271,600 |
|
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$ |
6,958,477 |
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|
$ |
6,713,385 |
|
|
$ |
2,676,808 |
|
|
$ |
2,485,626 |
|
|
$ |
2,506,481 |
|
|
|
|
|
|
|
|
|
|
$ |
(4,875,013 |
) |
|
$ |
(4,387,505 |
) |
|
$ |
(4,387,505 |
) |
|
$ |
(1,375,002 |
) |
|
$ |
(1,126,503 |
) |
|
$ |
(1,111,498 |
) |
Less: Stock awards (as reported on the Summary Compensation Table) |
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|
|
|
|
|
|
|
$ |
4,574,871 |
|
|
$ |
4,495,908 |
|
|
$ |
4,356,277 |
|
|
$ |
1,290,493 |
|
|
$ |
1,154,794 |
|
|
$ |
1,103,722 |
|
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year |
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|
|
The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year |
|
$ |
1,525,353 |
|
|
$ |
4,716,432 |
|
|
$ |
(422,478 |
) |
|
$ |
369,748 |
|
|
$ |
1,102,364 |
|
|
$ |
(143,482 |
) |
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|
|
|
|
|
|
The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year |
|
$ |
1,436,532 |
|
|
$ |
1,145,137 |
|
|
$ |
(136,216 |
) |
|
$ |
398,757 |
|
|
$ |
322,680 |
|
|
$ |
(50,389 |
) |
|
|
|
|
|
|
|
Less: The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. |
|
|
- |
|
|
$ |
(5,465 |
) |
|
$ |
(70,994 |
) |
|
|
- |
|
|
$ |
(725 |
) |
|
$ |
(223,037 |
) |
|
|
|
|
|
|
|
Compensation actually paid |
|
$ |
9,933,343 |
|
|
$ |
12,922,984 |
|
|
$ |
6,052,469 |
|
|
$ |
3,360,805 |
|
|
$ |
3,938,236 |
|
|
$ |
2,081,797 |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,676,808
|
2,485,626
|
2,506,481
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,360,805
|
3,938,236
|
2,081,797
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
The following table sets forth the amounts that are deducted from, and added to, the Summary Compensation Table total compensation to calculate the Compensation Actually Paid (CAP), as determined in accordance with SEC rules, to the PEO and average CAP, as determined in accordance with SEC rules, to the Non-PEO NEOs for the years ended December 31, 2022, 2021, and 2020:
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$ |
7,271,600 |
|
|
$ |
6,958,477 |
|
|
$ |
6,713,385 |
|
|
$ |
2,676,808 |
|
|
$ |
2,485,626 |
|
|
$ |
2,506,481 |
|
|
|
|
|
|
|
|
|
|
$ |
(4,875,013 |
) |
|
$ |
(4,387,505 |
) |
|
$ |
(4,387,505 |
) |
|
$ |
(1,375,002 |
) |
|
$ |
(1,126,503 |
) |
|
$ |
(1,111,498 |
) |
Less: Stock awards (as reported on the Summary Compensation Table) |
|
|
|
|
|
|
|
|
|
$ |
4,574,871 |
|
|
$ |
4,495,908 |
|
|
$ |
4,356,277 |
|
|
$ |
1,290,493 |
|
|
$ |
1,154,794 |
|
|
$ |
1,103,722 |
|
The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year |
|
|
|
|
|
|
|
The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year |
|
$ |
1,525,353 |
|
|
$ |
4,716,432 |
|
|
$ |
(422,478 |
) |
|
$ |
369,748 |
|
|
$ |
1,102,364 |
|
|
$ |
(143,482 |
) |
|
|
|
|
|
|
|
The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year |
|
$ |
1,436,532 |
|
|
$ |
1,145,137 |
|
|
$ |
(136,216 |
) |
|
$ |
398,757 |
|
|
$ |
322,680 |
|
|
$ |
(50,389 |
) |
|
|
|
|
|
|
|
Less: The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. |
|
|
- |
|
|
$ |
(5,465 |
) |
|
$ |
(70,994 |
) |
|
|
- |
|
|
$ |
(725 |
) |
|
$ |
(223,037 |
) |
|
|
|
|
|
|
|
Compensation actually paid |
|
$ |
9,933,343 |
|
|
$ |
12,922,984 |
|
|
$ |
6,052,469 |
|
|
$ |
3,360,805 |
|
|
$ |
3,938,236 |
|
|
$ |
2,081,797 |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO NEOs to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2022, 2021, and 2020:
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|
Compensation Actually Paid vs. Net Income [Text Block] |
Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO NEOs to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2022, 2021, and 2020:
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|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Relationship between executive compensation and financial performance. The following charts reflect the relationship between the CAP to our PEO and average CAP to our non-PEO NEOs to our TSR (as well as a comparison of our TSR to our Peer Group TSR), our net income (loss), and our Adjusted EBITDA for each of the years ended December 31, 2022, 2021, and 2020:
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|
Tabular List [Table Text Block] |
The following table provides a list of the most important financial performance measures used by the Company to link CAP to Company performance for the most recently completed fiscal year.
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|
|
Adjusted EBITDA |
|
|
|
|
Free cash flow |
|
|
|
|
Revenue |
|
|
|
Total Shareholder Return Amount |
$ 134.49
|
115.72
|
85.36
|
Peer Group Total Shareholder Return Amount |
105.7
|
115.29
|
94.71
|
Net Income (Loss) |
$ 630,469,000
|
$ 476,955,000
|
$ 482,778,000
|
Company Selected Measure Amount |
1,131,903,000
|
948,110,000
|
1,024,293,000
|
PEO Name |
Mr. Lougee
|
Mr. Lougee
|
Mr. Lougee
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Adjusted EBITDA
|
|
|
Non-GAAP Measure Description [Text Block] |
Adjusted EBITDA is a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our business. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net (income) loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) income in unconsolidated investments, net, (5) other non-operating items, net, (6) M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking reimbursements and other, net, (9) depreciation and (10) amortization.
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Free cash flow
|
|
|
Measure [Axis]: 3 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Revenue
|
|
|
PEO [Member] | Less Stock awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ (4,875,013)
|
$ (4,387,505)
|
$ (4,387,505)
|
PEO [Member] | The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
4,574,871
|
4,495,908
|
4,356,277
|
PEO [Member] | The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,525,353
|
4,716,432
|
(422,478)
|
PEO [Member] | The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,436,532
|
1,145,137
|
(136,216)
|
PEO [Member] | Less The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
|
(5,465)
|
(70,994)
|
Non-PEO NEO [Member] | Less Stock awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(1,375,002)
|
(1,126,503)
|
(1,111,498)
|
Non-PEO NEO [Member] | The fair value at the end of the year for all awards granted during the year that were outstanding and unvested at the end of the year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,290,493
|
1,154,794
|
1,103,722
|
Non-PEO NEO [Member] | The change in fair value at the end of the year compared to the prior year for all awards granted in the prior year that were outstanding and unvested at the end of the year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
369,748
|
1,102,364
|
(143,482)
|
Non-PEO NEO [Member] | The change in the fair value at the vesting date compared to the prior year for all awards granted in the prior year that vested in the current year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 398,757
|
322,680
|
(50,389)
|
Non-PEO NEO [Member] | Less The amounts reported as the change in pension benefits, which is the aggregate change in actuarial present value for all defined benefit and actuarial pension plans. [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
|
$ (725)
|
$ (223,037)
|