USA TODAY (TDAY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 1, 2026, to be held virtually for shareholder participation.

• Shareholders are encouraged to review proxy materials and vote on key proposals by May 31, 2026.

Voting matters and shareholder proposals

• Election of eight directors is up for shareholder approval.

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

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

• Proposal to amend bylaws for majority voting in uncontested director elections.

• Proposals to eliminate supermajority voting requirements for amending charter, bylaws, and director removal/appointment.

Board of directors and corporate governance

• Nominees for director positions include Maha Al-Emam, Theodore P. Janulis, John Jeffry Louis III, Michael E. Reed, Amy Reinhard, Debra A. Sandler, Kevin M. Sheehan, and Barbara W. Wall.

• Board recommends approval of all proposals presented.