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TEGNA INC. (Exact Name of Registrant As Specified in Its Charter)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

☐☐☒☐☐

Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12

TEGNA INC.

(Exact name of registrant as specified in its charter)

STANDARD GENERAL L.P.
STANDARD GENERAL MASTER FUND L.P.
SOOHYUNG KIM COLLEEN B. BROWN
ELLEN MCCLAIN HAIME DEBORAH MCDERMOTT
STEPHEN USHER DAVID GLAZEK AMIT THAKRAR DANIEL MALMAN

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction: (5) Total fee paid:

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Fee paid previously with preliminary materials. 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. (1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

2020 ANNUAL MEETING OF SHAREHOLDERS
OF
TEGNA INC.

PROXY STATEMENT
OF
STANDARD GENERAL L.P.

March 30, 2020
To Our Fellow Shareholders of TEGNA Inc.:
We are furnishing this Proxy Statement to holders of the common stock, par value $1.00 per share (“Common Stock”), of
TEGNA Inc. (“TEGNA” or the “Company”), in connection with our solicitation of proxies for use at the 2020 Annual Meeting of Shareholders of the Company scheduled to be held on April 30, 2020, at 8:00a.m., ET, at 8350 Broad Street, Tysons, VA 22102 and at any and all adjournments, continuations or postponements thereof (the “Annual Meeting”).

This solicitation is being conducted by Standard General L.P. (“Standard General”), Standard General Master Fund L.P.,
David Glazek, Soohyung Kim, Daniel Malman, Amit Thakrar and Stephen Usher (collectively, and together with Standard General, the “Standard General Parties” or “we”), as well as Colleen B. Brown, Ellen McClain Haime and Deborah McDermott (collectively, and together with Soohyung Kim, the “Standard General Nominees”). As of the date hereof, Standard General beneficially owns an aggregate of 21,124,314 shares of Common Stock, representing approximately 9.7% of the shares of Common Stock, as reported to be outstanding by the Company as of March 20, 2020, in its capacity as the investment manager to various private investment vehicles, including Standard General Master Fund L.P., which is the record owner of 100 shares; Soohyung Kim, our founding partner and one of our nominees, may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by Standard General. As more fully discussed in this Proxy Statement, we are soliciting proxies to be used at the Annual Meeting for the election of each of the Standard General Nominees and the candidates who have been nominated by the Company other than Howard D. Elias, Scott K. McCune, Bruce P. Nolop and Neal Shapiro. This gives stockholders the ability to vote for candidates to fill each of the twelve seats up for election at the Annual Meeting.

THIS SOLICITATION IS BEING MADE BY THE STANDARD GENERAL PARTIES, AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.

We are seeking to change a significant minority of the Company’s Board of Directors (the “Board of Directors” or the
“Board”). In 2019, we made a substantial investment in the Company, becoming one of TEGNA’s largest shareholders. We invested in TEGNA because of our conviction that TEGNA should be the premier pure play local affiliate broadcasting company. TEGNA has a leading portfolio of local affiliate television broadcasting stations and is the largest owner of Big 4 affiliates in the top 30 markets. Given the quality of its assets, TEGNA should be delivering best-in-class performance, and commensurate shareholder returns.

TEGNA shares, however, have underperformed TEGNA’s closest pure-play local affiliate broadcasting peers as well as the broader market. From the time TEGNA completed the spin of its newspaper publishing business until media reports surfaced suggesting takeout interest in the Company in August 2019, TEGNA’s total shareholder return was -27% vs. +35% for its peer group — this represents underperformance of 62%.

Standard General has an excellent track record of assisting similarly situated local television broadcasting companies achieve good results for shareholders. Media General, Inc. (NYSE:MEG) was a publicly-traded broadcaster which, like TEGNA, had a long tradition in print media, but had divested those assets to pursue a pure-play broadcasting strategy. From our position as a substantial shareholder, and with a single Standard General principal on the board, we worked constructively with the management team and directors to help guide the company through a merger with publicly-traded LIN Media LLC (NYSE: LIN) that more than doubled Media General’s station portfolio. Following that merger, we helped oversee substantial increases in cash flow through a series of operational improvement initiatives and strategic acquisitions before ultimately selling the combined company to Nexstar Media Group (NASDAQ: NXST) in a cash and stock transaction valued at approximately $5 billion. The sale price represented a multiple of 11.2x EBITDA and an implied return of 179% during our 3.6 years of ownership.

Given Standard General’s substantial investment in TEGNA — we own approximately 20 times as many shares as the current Board and management combined — our expertise in the broadcasting industry, and our focus on driving value for all TEGNA shareholders, we strongly believe that TEGNA shareholders would benefit from having Standard General’s nominees on

1the TEGNA Board. We engaged the Company in an effort to reach a consensual solution, and are disappointed that members of management and the TEGNA Board refused our initial and reasonable request to add our principal, Soo Kim, to the Board. In our view, this refusal reflects a continuing pattern of passivity by the TEGNA Board in the face of persistent operational and shareholder returns underperformance, a questionable M&A strategy accompanied by inconsistent disclosures regarding financial metrics and multiples paid, excessive leverage and the rebuff of an acquisition proposal at a premium valuation from a credible buyer. As a result, we were compelled to nominate candidates for election to the TEGNA Board. After brief and perfunctory interviews with two of our four nominees, TEGNA declined to add any of our highly qualified nominees to its Board.

We believe that the addition of our four highly qualified, diverse and independent nominees to the TEGNA Board is a critical step to ensure that TEGNA is on the right path to maximize value for all shareholders. Unlike the current Board, which does not have a single independent director with operational experience in local affiliate television broadcasting, our nominees have significant operating experience in the local affiliate television broadcasting industry and backgrounds spanning strategic planning, finance, M&A, and technology. Collectively, they have decades of experience as CEOs, CFOs, COOs, and directors of publicly traded broadcasting companies. Our nominees are committed to rigorous oversight of TEGNA’s management, operations and business strategy, and to ensuring that TEGNA conducts a full and fair evaluation of its strategic alternatives. There can be no assurance that the business combination proposals received by TEGNA will result in a transaction and our highly qualified nominees are committed to taking all actions necessary to maximize value for TEGNA shareholders. Importantly, with the addition of our nominees, TEGNA’s Board would also much better reflect the diversity of its audience.

We are seeking to change a significant minority of the Board. We are seeking your support to elect the Standard General
Nominees and the candidates who have been nominated by the Company other than Howard D. Elias, Scott K. McCune, Bruce P. Nolop and Neal Shapiro. This will enable TEGNA’s shareholders to vote on the WHITE proxy card for candidates to fill each of the twelve seats up for election at the 2020 Annual Meeting. More information about our candidates is contained in the enclosed proxy statement. The names, background and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. There is no assurance that any of the Company’s nominees will serve as directors if the Standard General Nominees are elected.

This Proxy Statement is first being sent or given to shareholders on or about March 30, 2020. If your shares are held in your own name, please authorize a proxy to vote by signing and returning the enclosed WHITE proxy card in the postage-paid envelope provided or by instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your WHITE proxy card).

If your shares are held in the name of a brokerage firm, bank or other custodian, only that firm can vote such shares and, with respect to the election of directors, only upon receipt of your specific instruction. Accordingly, we urge you to contact the person responsible for your account and instruct that person to execute the WHITE proxy card on your behalf. Please follow any voting instructions provided by your bank, brokerage firm, dealer, trust company or other nominee.

Thank you for your support,

Sincerely,

Soohyung Kim Founding Partner Standard General L.P.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting —
This Proxy Statement and our WHITE proxy card are available at: www.okapivote.com/TGNA2020 investors.tegna.com

If you have any questions regarding your WHITE proxy card or need assistance in executing your proxy, please contact:

Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036

Shareholders may call toll-free: (855) 208-8902
Banks and brokers call: (212) 297-0720

Email: [email protected]

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BACKGROUND OF THE SOLICITATION

Standard General L.P. is a New York City-based SEC-registered investment advisor that manages eventdriven opportunity funds. Standard General was founded in 2007. Its principal business is to manage capital for public and private pension funds, endowments, foundations, and high net-worth individuals. Standard General was founded by Soohyung Kim, who is currently our Chief Executive Officer, Managing Partner and Chief Investment Officer.

On August 14, 2019, Standard General filed a Schedule 13G disclosing a 9.2% economic interest in the
Company. On that date, TEGNA’s common stock closed at $13.25.

On August 20, 2019, Mr. Kim attended an investors meeting with approximately half a dozen investors hosted by the Company’s Chief Financial Officer and Head of Investor Relations (and sponsored by a broker) at the Company’s office in New York. The Company responded to a question by another attendee about Standard General and said that because Standard General had made a Schedule 13G filing with respect to the Company, the Company did not expect to hear directly from Standard General. At this meeting, which occurred during trading hours, in response to a question by a participant, the Chief Financial Officer of the Company indicated that Apollo Global Management, LLC (“Apollo”) had not made an offer to acquire the Company. The following day, the Company filed a Form 8-K stating that, in fact, Apollo had made an offer to acquire the Company, but claimed that Apollo had not specified a price. As discussed below, the Company later stated on January 21, 2020 that Apollo had made an offer at a premium.

On September 26, 2019, the Company’s Chief Executive Officer, David Lougee, called Mr. Kim.
During their telephonic discussion, Mr. Kim relayed to Mr. Lougee that in response to the Company’s treatment of Schedule 13G filers as communicated in the August 20, 2019 investors meeting, Standard General would likely amend its filing status and file a Schedule 13D in place of its existing Schedule 13G.

On September 30, 2019, Standard General filed a Schedule 13D disclosing an approximately 9.8% economic interest in the Company. In the Schedule 13D, Standard General stated that subsequent to its Schedule 13G filing, it had observed news articles, disclosures by the Company and third-party research reports regarding possible M&A activity relating to the Company. Standard General noted that it had experience as a significant shareholder and its principals had substantial experience as directors of publicly listed television broadcasting companies and a successful track-record of overseeing acquisitions, mergers, and sales processes of publicly listed television broadcasting companies. Standard General disclosed that it intended to become actively engaged with the Company, including speaking with management, the Board, other shareholders, and third parties to gather information and share Standard General’s views on the Company’s strategic alternatives, including the previously disclosed offer for the Company as well any other proposals that may be made to the Company. On that date, TEGNA’s common stock closed at $15.53.

On October 10, 2019, Mr. Lougee, along with the Company’s Chief Financial Officer, Victoria Harker, and General Counsel, Akin Harrison, met with Mr. Kim at Standard General’s office to discuss Mr. Kim’s perspectives on the Company. During this meeting Mr. Kim expressed concern about the Company’s significant $1.5 billion in acquisitions during 2019 and the resulting substantial increase in the Company’s leverage. Mr. Kim suggested that the Company should also consider strategic transactions involving the Company as the current market trends favored such transactions. Given Standard General’s substantial shareholding in the Company and Mr. Kim’s experience in mergers and acquisitions in the broadcasting industry, Mr. Kim offered to help the Company in its pursuit of these efforts. Mr. Lougee pressed Mr. Kim for more specific information on the strategic transactions he had in mind for the Company. Mr. Kim explained that the Company would benefit from exploring its options, in general, for strategic transactions, rather than pursuing any predetermined, specific transactions at this preliminary stage.

On November 4, 2019, the Chairman of the Board, Howard Elias, made a follow-up call to Mr. Kim and, similar to the discussion on October 10, 2019, the parties discussed Mr. Kim’s views on exploring strategic transactions for the Company. Mr. Kim reiterated his view of the importance of the Company’s exploring various strategic alternatives. Mr. Kim suggested that he believed that his experience in strategic transactions in the broadcasting industry would serve the Company well and on this basis, asked for representation on the Board.

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On November 26, 2019, Mr. Elias informed Mr. Kim that he would forward Mr. Kim’s request for
Board representation to the head of the Company’s Nominating and Governance Committee, Neal Shapiro.

On December 19, 2019, Mr. Kim met with Mr. Shapiro and several other directors including Susan
Ness, Gina Bianchini (telephonically), Henry McGee and Stuart Epstein at the offices of TEGNA’s legal counsel. At this meeting Mr. Kim and the TEGNA directors discussed Standard General’s request for representation on the Board. Mr. Kim focused on the acquisitions made by TEGNA during 2019 and questioned the significant adjustments, including open “run-rate” synergies, reflected in the acquisition multiples TEGNA has disclosed for its transactions. Mr. Kim stated that these were potentially misleading as TEGNA had not specified the period required to obtain the “run-rate”synergies and had failed to quantify or provide the source of the supposed synergies. The TEGNA directors also expressed concerns that appointing Mr. Kim to the Board could present a conflict of interest with Standard General’s other investments. Mr. Kim and Standard General assured the Board that no conflicts existed, explaining that Standard General’s only investment that could possibly be considered to be in conflict was in a woman- and minority-owned broadcasting start-up with approximately $10 million of annual cash flow and no market overlap with the Company’s TV stations. Following the meeting, a representative of Standard General’s legal counsel called the Company’s legal counsel to communicate that, to eliminate any concern with respect to purported conflicts, if Mr. Kim were seated on the Board, Mr. Kim and Standard General would commit not to make any new investment in TV stations without first offering the opportunity to the Company.

On December 19, 2019, following the meeting, Mr. Kim provided references as requested by the TEGNA directors. Mr. Kim provided an additional reference to TEGNA on December 23, 2019.

Following this meeting, Standard General did not hear back from the Company for two weeks. On
January 2, 2020, Standard General sent a follow-up e-mail to the Company to determine if the Board had made a decision regarding Standard General’s request for Board representation. The Company failed to respond.

On January 3, 2020, a representative of Standard General’s legal counsel sent an email to TEGNA’s legal counsel requesting the forms of TEGNA’s Director Nominee Questionnaire and Nominee Representation and Agreement required to be submitted in connection with shareholder nominations of candidates for election to the Board. TEGNA’s legal counsel failed to respond. Standard General’s legal counsel sent a further follow-up email on January 7, 2020. Later the same day, TEGNA’s legal counsel communicated that the Company would get the requested materials to Standard General the following day, claiming that the Company was “tied up” with a debt offering. On January 8, 2020, Standard General’s legal counsel sent another following up email to TEGNA’s legal counsel, noting that TEGNA’s Bylaws require the requested documents to be provided “upon request” and that Standard General’s legal counsel had requested the documents five days previously. Standard General’s legal counsel expressed concern that the delay in sending the requested documents reflected a plan to obstruct Standard General’s flexibility and rights to nominate director candidates. Later that day, TEGNA’s legal counsel finally forwarded TEGNA’s form of Director Nominee Questionnaire and Nominee Representation and Agreement to Standard General’s legal counsel. The questionnaire consisted of 22 pages of information requests.

On January 10, 2020, Mr. Elias called Mr. Kim and informed him that the Board had determined not to offer a Board seat to Mr. Kim. On the same date, a representative of TEGNA’s legal counsel reached out to Standard General’s legal counsel to explore whether there was a “potential off ramp” involving changes to the Board that would not include offering a Board seat to Mr. Kim. The representative of Standard General’s legal counsel advised TEGNA’s legal counsel that Standard General had no interest in such a proposal.

On January 15, 2020, Standard General delivered a notice to the Company indicating Standard
General’s intention to nominate Soohyung Kim, Colleen B. Brown, Ellen McClain Haime and Deborah McDermott (collectively, the “Initial Standard General Nominees”) for election to the Board at the 2020 Annual Meeting. On the same date, Standard General also filed an Amendment to its Schedule 13D disclosing a 9.7% economic interest in the Company. In the Schedule 13D, Standard General noted that it expected to engage in discussions with the Company and other relevant parties regarding the nomination of its highlyqualified candidates at the 2020 Annual Meeting of shareholders of the Company and intended to file a preliminary proxy statement to solicit votes in connection therewith.

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Also, on January 15, 2020, Standard General issued a press release and delivered an open letter to the shareholders of the Company informing them of its nomination of the Initial Standard General Nominees and providing them with the biographies of its nominees. Standard General noted in this letter that its nominees have significant operating experience in the television broadcasting industry and backgrounds spanning strategic planning, finance, M&A, and technology and, collectively, have decades of experience as CEOs, CFOs, COOs, and directors of publicly traded broadcasting companies. Standard General stated that its nominees are committed to rigorous oversight of the Company’s management, operations and business strategy and that, with the addition of its nominees, the Board would much better reflect the diversity of its audience. On that date, TEGNA’s common stock closed at $17.86.

Also on January 15, 2020, the Company issued a press release stating that it did not believe Mr. Kim should be added to the Board.

On January 16, 2020, Standard General issued a press release and open letter to TEGNA shareholders in which it highlighted TEGNA’s long-term track record of underperformance, its almost $2 billion investment in acquisitions over the past two years and excessive leverage. Standard General noted that its investment in TEGNA represented approximately 20 times that of the current Board and management combined and affirmed its offer to help drive value creation through stock price improvement for all shareholders.

On January 21, 2020, the Company issued a press release and letter to shareholders. The Company revealed that, in February 2019, “Apollo expressed interest in acquiring TEGNA at a premium without specifying a price” (emphasis added), whereas in its prior communication (i.e., the August 21, 2019 press release) the Company had stated that “Apollo was interested in acquiring TEGNA without specifying a price.”

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    Cover Justin Nielson Do not change Senior Research Analyst the size of the The Future of Kagan, A Media Research Group title. Keep the Within S&P Global Market Intelligence title short and use the subtitle Broadcasting and TV/ area for longer August 29, 2018 descriptions if needed. Radio Station M&A Choose where to add presenter name(s) – upper right corner and under title/ subtitle. Remove unused placeholders. Only use S&P Global Red for key text high- lights, not shapes or charts. It’s available in the custom color palette. Permission to reprint or distribute any content from this presentation requires the prior written approval of S&P Global Market Intelligence. Not for distribution to the public. Copyright © 2018 by S&P Global Market Intelligence. All rights reserved. Content – No subtitle Level 1 has a TV Station Advertising Revenue Projections bullet turned on – you can turn bullets off by marking the ($ bil.) Core Local Spot Core National Spot Digital/Online Political Total Level 1 text and unclick the bullet 30 icon on the Home Tab. 24.5 25 23.9 23.3 To get to the 22.9 23.0 22.5 22.3 22.2 21.9 next bullet level, 21.3 20.4 20.9 use “Increase List level” on the 20 Home Tab. 15 Only use S&P Global Red for key text high- 10 lights, not shapes or charts. It’s available in the custom color 5 palette. 0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 % Chg. 13.9% (8.7%) 8.9% (5.8%) 9.4% (6.8%) 8.0% (5.0%) 9.5% (6.1%) 9.1% (5.1%) No content below the line Source: Kagan, a media research group within the TMT offering of S&P Global Market Intelligence as of May 2018.
  • TEGNA INC. (Name of Registrant As Specified in Its Charter)

    TEGNA INC. (Name of Registrant As Specified in Its Charter)

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☑ Soliciting Material under Rule 14a-12 TEGNA INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Fact Sheet Forward-Looking Statements 2 Certain statements in this communication may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including the statements regarding the receipt and consideration by the Board of Directors of TEGNA (the “Board”) of the unsolicited acquisition proposals or the actions of third parties with respect thereto.