USA TODAY Co., Inc. 8-K

What Happened
USA TODAY Co. filed an 8‑K reporting the results of its Annual Meeting held June 1, 2026 (record date April 7, 2026; 146,702,111 shares entitled to vote). The company announced that all eight director nominees were elected to serve until the 2027 annual meeting. Grant Thornton LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026, and the company’s executive compensation was approved on an advisory basis. Multiple proposed amendments to the Charter and Bylaws to remove supermajority voting requirements and to adopt majority voting in uncontested director elections were not approved (each required an 80% affirmative vote).

Key Details

• Directors elected (votes For / Votes Withheld; broker non‑votes = 18,871,953 for each director):
  • Maha Al‑Emam: 106,127,368 For / 919,644 Withheld
  • Theodore P. Janulis: 105,399,575 For / 1,647,437 Withheld
  • John Jeffry Louis III: 105,111,250 For / 1,935,762 Withheld
  • Michael E. Reed: 105,467,991 For / 1,579,021 Withheld
  • Amy Reinhard: 105,633,738 For / 1,413,274 Withheld
  • Debra A. Sandler: 105,454,418 For / 1,592,594 Withheld
  • Kevin M. Sheehan: 105,400,716 For / 1,646,296 Withheld
  • Barbara W. Wall: 105,194,946 For / 1,852,066 Withheld
• Auditor ratification: Grant Thornton LLP ratified (125,807,625 For; 86,138 Against; 25,202 Abstentions).
• Advisory vote on executive compensation: approved (105,249,093 For; 1,728,651 Against; 69,268 Abstentions; 18,871,953 broker non‑votes).
• Governance proposals to implement majority voting and to remove supermajority amendment/board removal thresholds failed (each required ≥80% of voting power). Example results: Proposal to adopt majority voting — 106,928,312 For / 81,666 Against (did not meet 80% threshold).

Why It Matters
The results keep the current board in place and confirm the external auditor for 2026, which supports continuity in governance and financial oversight. The advisory approval of executive compensation signals shareholder support for pay practices, but the failure of multiple governance amendments means existing supermajority and voting rules remain unchanged. Significant broker non‑votes (18.9M) — brokers could vote on routine matters like auditor ratification but not on non‑routine governance proposals — affected the vote counts for several proposals. Investors should note these governance outcomes when evaluating the company’s shareholder rights and board accountability.