January 8, 2021 Dear Fellow Stockholders: on Behalf of The
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January 8, 2021 Dear Fellow Stockholders: On behalf of the Board of Directors of Gannett Co., Inc. (‘‘Gannett’’ or the ‘‘Company’’), I cordially invite you to attend a Special Meeting of Stockholders of Gannett Co., Inc. (the ‘‘Special Meeting’’) to be held on February 26, 2021, at 8:00 a.m., Eastern Time, solely over the Internet in a virtual-only format at www.virtualshareholdermeeting.com/GCI2021SM. The Special Meeting is being held in connection with the Company’s previously announced refinancing of its 11.5% term loan, on November 17, 2020, through the issuance of approximately $500 million in aggregate principal amount of 6% Senior Secured Convertible Notes due 2027 (the ‘‘Notes’’). The refinancing has three key benefits for the Company: first, it generates significant savings, reducing the Company’s annual interest expense by approximately $28 million per year; second, by reducing the outstanding balance of the term loan, the refinancing paves the way for a further refinancing of the remaining term loan; third, the refinancing extends the maturity of approximately $500 million of debt by three years. The Notes may be converted at any time by the holders into cash, shares of the Company’s common stock, par value $0.01 per share (‘‘Common Stock’’), or any combination of cash and Common Stock, at the Company’s election. However, the issuance of Common Stock representing more than 19.9% of the outstanding Common Stock requires stockholder approval pursuant to Rule 312 of the Listed Company Manual of the New York Stock Exchange. Accordingly, the Company is seeking stockholder approval of the issuance of the maximum number of shares of Common Stock issuable in the event of conversion. Failure to obtain such approval by the one-year anniversary of the issuance date will result in an increase in the coupon on the Notes, if the term loan is still outstanding. Additional detail about these matters is described in the accompanying materials. The Board of Directors unanimously recommends a vote ‘‘FOR’’ approval of this proposal. It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE THE PROXY ELECTRONICALLY OR BY PHONE AS DESCRIBED ON YOUR PROXY CARD AND UNDER ‘‘HOW TO VOTE’’ IN THIS PROXY STATEMENT SO THAT YOUR SHARES MAY BE REPRESENTED AT THE SPECIAL MEETING. IF YOU HAVE RECEIVED THIS PROXY STATEMENT BY MAIL, YOU MAY ALSO VOTE BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Returning or completing the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares. PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND BE ABLE TO VOTE AT THE SPECIAL MEETING: All stockholders may vote at the Special Meeting. Stockholders as of the close of business on December 29, 2020, the record date, can attend the Special Meeting by accessing www.virtualshareholdermeeting.com/GCI2021SM and entering the 16-digit unique control number found on the proxy card or voting instruction form included with the proxy materials. We encourage stockholders to allow sufficient time to log in prior to the start of the Special Meeting. During the Special Meeting, stockholders who have entered their 16-digit unique control number will have the opportunity to vote and ask questions. Stockholders who have not voted their shares prior to the Special Meeting or who wish to change their vote will be able to vote their shares electronically at the Special Meeting while the polls are open. In addition, any stockholder may also be represented by another person at the Special Meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. Sincerely, Michael E. Reed Chairman of the Board of Directors NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 26, 2021 To the Stockholders of Gannett Co., Inc.: A special meeting of stockholders of Gannett Co., Inc., a Delaware corporation (the ‘‘Company’’), will be held on February 26, 2021, at 8:00 a.m., Eastern Time, solely over the Internet in a virtual-only format at www.virtualshareholdermeeting.com/GCI2021SM (the ‘‘Special Meeting’’). The matters to be considered and acted upon by the stockholders of the Company’s common stock, par value $0.01 per share (the ‘‘Common Stock’’) at the Special Meeting, which are described in detail in the accompanying materials, are: 1) the approval, for purposes of Rule 312.03(c) of the New York Stock Exchange, of the issuance of the maximum number of shares of the Company’s Common Stock issuable upon conversion of the Company’s 6% Senior Secured Convertible Notes due 2027; and 2) any other business properly presented at the Special Meeting. Only stockholders of record at the close of business on December 29, 2020 will be entitled to notice of and to vote at the Special Meeting. Our Board of Directors recommends a vote in favor of Proposal 1 for the reasons set forth in the proxy statement sent to the Company’s stockholders in connection with the Special Meeting (the ‘‘Proxy Statement’’). Because of the significance of this proposal to the Company and its stockholders, it is extremely important that your shares be represented at the Special Meeting, regardless of the size of your holdings. Whether or not you expect to attend the Special Meeting, please complete the proxy electronically or by phone as described on your proxy card and under ‘‘how to vote’’ in the Proxy Statement so that your shares may be represented at the Special Meeting. If you have received this Proxy Statement by mail, you may also vote by completing, dating, signing and promptly returning the proxy card in the enclosed postage-paid envelope. By Order of the Board of Directors, /s/ Polly Grunfeld Sack Polly Grunfeld Sack General Counsel IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 26, 2021: The Notice of Special Meeting and Proxy Statement are available at http://materials.proxyvote.com/36472T. TABLE OF CONTENTS GENERAL INFORMATION ABOUT VOTING. 2 Solicitation of Proxies . .................... 2 Stockholders Entitled to Vote . ................ 2 Voting at the Special Meeting . ................. 2 Asking Questions at the Special Meeting . 3 Required Vote & Board Recommendation . 3 How to Vote . ............................. 3 Right to Revoke Proxy. ..................... 4 Voting Results. ........................... 4 Confidentiality of Voting . ................... 4 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 5 PROPOSAL NO. 1 APPROVAL OF THE STOCK ISSUANCE PROPOSAL . 6 Background. ........................... 6 Reasons for Requesting Stockholder Approval. 6 Effect of Stockholder Approval . ............... 6 Effect of Failure to Obtain Stockholder Approval . 7 Description of the Notes . ................... 7 Description of the Investor Agreement . 9 Additional Information Regarding the Common Stock . 9 Required Vote. ........................... 9 Recommendation . ...................... 10 ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2021 ANNUAL MEETING . ............................. 11 OTHER MATTERS. .......................... 11 ADDITIONAL INFORMATION . 12 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . 13 APPENDIX A . ............................. A-i APPENDIX B . ............................. B-i GANNETT CO., INC. 7950 Jones Branch Drive, McLean, VA 22107-0150 PROXY STATEMENT For the Special Meeting of Stockholders to be Held on February 26, 2021 The accompanying proxy is solicited on behalf of the Board of Directors (the ‘‘Board’’) of Gannett Co., Inc. (‘‘we’’, ‘‘us’’, ‘‘our’’, ‘‘Gannett’’ or the ‘‘Company’’) for use at the special meeting of stockholders (the ‘‘Special Meeting’’) to be held on February 26, 2021, at 8:00 a.m., Eastern Time, solely over the Internet in a virtual-only format. Only holders of record of our common stock, par value $0.01 per share (the ‘‘Common Stock’’) at the close of business on December 29, 2020, which is the record date, will be entitled to vote at the Special Meeting. At the close of business on the record date, we had 137,809,675 shares of Common Stock outstanding and entitled to vote. We made our proxy materials available to stockholders via the Internet or in printed form on or about January 8, 2021. Our proxy materials include the Notice of the Special Meeting, this Proxy Statement and the proxy card. These proxy materials, other than the proxy card, which is available with the printed materials, can be accessed at http://materials.proxyvote.com/36472T. A proxy may confer discretionary authority to vote with respect to any matter presented at the Special Meeting. At the date hereof, management is not aware of any business that will be presented for consideration at the Special Meeting and which would be required to be set forth in this Proxy Statement or the related proxy card other than the matters set forth in the Notice of the Special Meeting. If any other matter is properly presented at the Special Meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter. YOU MUST TAKE THE FOLLOWING STEPS IN ORDER TO BE ABLE TO ATTEND AND VOTE AT THE SPECIAL MEETING: Stockholders as of the close of business on December 29, 2020, the record date, can attend the Special Meeting by accessing www.virtualshareholdermeeting.com/GCI2021SM and entering the 16-digit unique control number found on the proxy card or voting instruction form included with the proxy materials. We encourage stockholders to allow sufficient time to log in prior to the start of the Special Meeting. During the Special Meeting, stockholders who have entered their 16-digit unique control number will have the opportunity to vote and ask questions.