Tegna (TGNA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to be held virtually; record date is March 24, 2025.

• Focus on strategic transformation, digital growth, operational efficiency, and sustainability.

• Five strategic initiatives: team building, leveraging station strengths, automation, digital revenue growth, and cost scrutiny.

• Company highlights strong financial foundation, award-winning journalism, and community impact.

Voting matters and shareholder proposals

• Shareholders to vote on: election of ten directors, ratification of PwC as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all director nominees and FOR both proposals.

• Majority voting standard for directors; advisory say-on-pay vote for executive compensation.

Board of directors and corporate governance

• Ten director nominees, nine of whom are independent; diverse backgrounds and skills.

• Board committees: Audit, Governance/Public Policy/Corporate Responsibility, and Leadership Development & Compensation—all independent.

• Annual board performance evaluation conducted by an independent consultant.

• No poison pill; one-share, one-vote structure; proxy access by-law; shareholders with 25% can call special meetings.

• Ongoing board refreshment and robust shareholder engagement program.