Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the "Annual Meeting") of Gannett Co., Inc. (the "Company"), held on June 5, 2023, the stockholders of the Company voted on the matters described below.

As of April 13, 2023, the record date for the Annual Meeting, holders of 149,044,520 shares of common stock of the Company were entitled to vote.

Proposal 1. The Company's stockholders elected the following nine director nominees to serve until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.



  Director Nominees      Votes For    Votes Withheld   Broker Non-Votes*
Theodore P. Janulis     105,075,764      2,590,323        18,122,222
John Jeffry Louis III   105,308,508      2,357,579        18,122,222
Maria M. Miller         106,622,280      1,043,807        18,122,222
Michael E. Reed         104,598,151      3,067,936        18,122,222
Amy Reinhard            106,694,165        971,922        18,122,222
Debra A. Sandler        106,502,349      1,163,738        18,122,222
Kevin M. Sheehan        105,048,948      2,617,139        18,122,222
Laurence Tarica         106,707,403        958,684        18,122,222
Barbara W. Wall          71,688,718     35,977,369        18,122,222

Proposal 2. The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote are summarized in the table below.



 Votes For    Votes Against   Abstentions
125,377,865      275,216        135,228

Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.



Votes For    Votes Against   Abstentions   Broker Non-Votes*
94,831,950    12,540,989       293,148        18,122,222

Proposal 4. The Company's stockholders approved the 2023 Stock Incentive Plan. The results of the vote are summarized in the table below.

Votes For Votes Against Abstentions Broker Non-Votes* 85,320,259 22,060,584 285,244 18,122,222

Proposal 5. The Company's stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended (the "Charter") to reflect new Delaware law provisions regarding officer exculpation, subject to the Board of Director's discretion not to implement such amendment. The results of the vote are summarized in the table below.



Votes For    Votes Against   Abstentions   Broker Non-Votes*
96,286,984    11,251,690       127,413        18,122,222

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Proposal 6. The Company's stockholders did not approve an amendment to the Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



 Votes For    Votes Against     Abstentions   Broker Non-Votes*
107,156,238      414,536          95,313         18,122,222

Proposal 7a. The Company's stockholders did not approve amendments to the Charter to eliminate the supermajority voting requirement to amend certain provisions of the Charter. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



 Votes For    Votes Against   Abstentions   Broker Non-Votes*
106,394,274     1,166,037       105,776        18,122,222

Proposal 7b. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements to amend the Bylaws. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



 Votes For    Votes Against   Abstentions   Broker Non-Votes*
106,422,861     1,138,626       104,600        18,122,222

Proposal 7c. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.



 Votes For    Votes Against   Abstentions   Broker Non-Votes*
107,064,748      510,575        90,764         18,122,222

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm but not entitled to vote on any other proposals at the Annual Meeting.




Item 8.01. Other Events.

Exercising its discretion, the Board of Directors of the Company has elected not to implement the Charter amendment to reflect new Delaware law provisions regarding officer exculpation.

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