USA TODAY (TDAY) Proxy Filing summary

Executive summary

• 2025 annual meeting scheduled for June 2 at 8:00 a.m. ET, virtually; voting deadline is June 1 at 11:59 p.m. ET.

Voting matters and shareholder proposals

• Board recommends voting For nine director nominees: Maha Al-Emam, Theodore P. Janulis, John Jeffry Louis III, Michael E. Reed, Amy Reinhard, Debra A. Sandler, Kevin M. Sheehan, Laurence Tarica and Barbara W. Wall.

• Board recommends ratifying Grant Thornton LLP as independent registered public accounting firm for FY2025 and approving executive compensation on an advisory basis.

• Board recommends majority voting in uncontested director elections and amendments eliminating specified supermajority voting requirements in the Charter and Bylaws.

Board of directors and corporate governance

• Nine directors are nominated for election; a proposed Bylaw amendment would implement majority voting in uncontested director elections.