USA TODAY (TDAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 1, 2026, with voting eligibility for shareholders of record as of April 7, 2026.

• Key proposals include director elections, auditor ratification, executive compensation, majority voting in director elections, and elimination of supermajority voting requirements.

• The company rebranded from Gannett Co., Inc. to USA TODAY Co., Inc. in November 2025, reflecting a digital-first strategy and national-local integration.

• Stockholder engagement was robust, with over 100 meetings in 2025 and targeted outreach to major investors in early 2026.

• Artificial intelligence is being integrated into operations, overseen by an internal AI Council to ensure responsible deployment.

Voting matters and shareholder proposals

• Election of eight director nominees to serve until the 2027 annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to bylaws to implement majority voting in uncontested director elections.

• Amendments to eliminate supermajority voting requirements for charter/bylaw changes and director removal/appointment.

Board of directors and corporate governance

• Board reduced from nine to eight members, with a majority being independent.

• Directors bring expertise in leadership, digital transformation, media, finance, and governance.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Transformation, and Finance.

• Lead Director role established for independent oversight; regular executive sessions held without management.

• Stock ownership guidelines in place for directors and executives to align interests with shareholders.