USA TODAY (TDAY) Proxy filing summary

Executive summary

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

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

• Key strategic priorities include expanding reach, diversifying digital revenues, and strengthening the capital structure, with digital revenues reaching 46% of total revenues in 2025.

• The company emphasizes robust stock ownership guidelines, regular shareholder engagement, and a strong commitment to ESG and community impact.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, ratification of Grant Thornton LLP as auditor, advisory say-on-pay, majority voting in uncontested director elections, and elimination of supermajority voting requirements in the charter and bylaws.

• Proposals to enhance shareholder rights and board accountability, including removing supermajority provisions, require 80% approval.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight nominees, all independent except the CEO, with diverse backgrounds in media, finance, technology, and governance.

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

• The company maintains a lead independent director and holds regular executive sessions of non-management directors.

• Corporate governance guidelines and codes of ethics are in place, with a focus on independence and ethical conduct.