AGM 2026

Apr 6, 2026

Good morning, and welcome to Lee's 2026 Annual Meeting of Stockholders. I'm David Hoffman, Chairman of the Board. Before we get to today's order of business, I'd like to share a few thoughts, if I may. First, it's an honor to step into this role at a company with more than a century of service to its communities, its shareholders, and the principles of local journalism. Lee has a very proud legacy, and I'm excited to be a part of its next chapter. We are operating, as you know, in a rapidly changing industry where audience habits, advertising models, and technology are constantly evolving. That reality demands that we stay focused, adaptable, and disciplined, and we will. At the board level, our role is to ensure that Lee's transformation is guided with clarity and discipline. We will be clear about our priorities, disciplined in our execution, and focused on creating value. I'm very excited to be part of building the next version of Lee. One that is more resilient, more innovative, and ultimately a stronger, more valuable company for years to come. With that, let's move into today's meeting. I will now hand it over to Lee's President and Interim Chief Executive Officer, Nathan Becki. Nathan? Thank you, David, and good morning, everyone. I'd like to echo David's comments. It's a privilege to lead Lee at such an important time for the company and for our industry. From a management perspective, our focus is straightforward, executing on our digital transformation, strengthening our core operations, and delivering sustainable long-term value for our shareholders. We've made meaningful progress thus far, improving the quality of our revenue mix and continuing to align our cost structure with the business. At the same time, we know there is more work ahead, and we are approaching that work with urgency and discipline. Our teams across the company remain focused on serving our audiences and advertisers while building a more resilient organization. With that, let's move into today's annual meeting. We are conducting this year's meeting virtually to facilitate broad access and active participation by our stockholders. In this meeting, we will present and act upon the four proposals described in the proxy statement previously made available to all our stockholders. In addition to acting upon the proposals, we will answer questions from our stockholders pertaining to our annual meeting. You may submit a question throughout the meeting using the virtual meeting platform. I'd like to introduce additional members of Lee's executive team who are with us on the call and available for questions. Josh Reinholz, Vice President, Interim Chief Financial Officer, and Treasurer. Joe Battistoni, Chief Revenue Officer. Astrid Garcia, Vice President, Human Resources and Legal, Chief Legal Executive Officer. Jason Adrians, Chief Content Officer. Virginia Fletcher, Chief Information Officer, and Bill Masterson, Vice President, Operations. Lee maintains a longstanding commitment to strong corporate governance and independent oversight. All members of the audit, executive compensation, and nominating and corporate governance committees are independent according to SEC and Nasdaq criteria. Over the last several years, we have strengthened our corporate governance, including an ongoing commitment to board refreshment. As related to board refreshment, we have one new nominee this year in addition to Mr. Hoffman as chairman. Going forward, we will continue to ensure the board has the right mix of skills and perspectives. Other directors on today's call are Herb Maloney, our Lead Independent Director, Mary Junk, Steve Fletcher, Dr. Sean McAlmont, Madeline Macintosh, a nominee for re-election, and Ron Kryszewski, a nominee for election. I would also like to extend my sincere appreciation to our outgoing board members, Brent Magid, Megan Lieberman, and John Miller for their dedicated service and meaningful contributions to the company. Their leadership, insight, and commitment have played an important role in guiding our organization. Also joining us for today's call is Darren Kempke, a representative of BDO, our independent registered accounting firm. If you wish to vote today, you may do so now by clicking on the voting link available within the portal you're using to attend this meeting. You must be logged in as a stockholder using your unique 16-digit control number. Now, I will turn the call over to Ted Ohl, the Secretary and General Counsel of Lee Enterprises, to review our meeting procedures. Thank you, Nathan. As the first order of business, we have received an affidavit of mailing from Broadridge, our stock registrar and transfer agent, confirming timely mailing to the common stockholders of the company as of the record date of March 2nd, 2026, of the notice of annual meeting of stockholders and proxy statement, form of proxy, and return envelope and Form 10-K. Pursuant to Delaware law, the company has appointed an independent inspector to oversee the voting process and tabulation of votes. The company has appointed Gregory Malatia of CT Hagberg LLC, on the call today, to that position. We direct your attention to the rules of conduct and procedures posted on the virtual meeting platform. We will conduct the meeting in accordance with those rules and respectfully ask that you adhere to them as well. Links to the additional company materials, including our 2026 proxy statement, 2025 annual report on 10-K, are also available on the virtual meeting platform. Of the 22,299,939 shares outstanding as of the record date, the inspector reports that 19,715,608 shares are represented at the meeting, representing 88.69% of the total outstanding shares entitled to vote. Therefore, we have a quorum represented and may lawfully conduct business. In accordance with the Delaware law, polls will remain open throughout the meeting until the polls are declared closed. Following the close of polls, all votes represented by proxies will be cast by the designated proxies as instructed, and the preliminary results will be announced by Mr. Malatia. Under Delaware law, the company's bylaws, and the rules of the Nasdaq Stock Exchange, approval of proposals one, two, three, and four regarding the election of directors, non-binding advisory votes of the company's say on pay, amendment of the company's 2020 long-term incentive plan, and auditor ratification, respectively require a majority of the votes cast. As previously noted, time has been scheduled for questions from stockholders. As explained in our rules of conduct, questions may be submitted through the virtual platform throughout the meeting and will be answered during the designated question and answer period. Now I will turn it back to Nathan. As Ted mentioned, we have a quorum of stockholders represented at the meeting. Based on Ted's report, I now declare Lee's 2026 annual meeting of stockholders officially open for business. We will now consider and act upon the four proposals described in the notice of annual meeting and proxy statement. The first proposal is the election of two directors of the company to hold office until the 2028 annual meeting of stockholders. The board recommends the election of Ron Kraszewski and re-election of incumbent director Madeline Macintosh. We have received no further nominations, and I declare the nominations closed. The second proposal is the non-binding advisory vote of the stockholders regarding the company's compensation of its named executive officers, also referred to as the say on pay vote. The board recommends approval of proposal two. The third proposal is the approval of an amendment to the company's 2020 long-term incentive plan. The board recommends approval of proposal three. The fourth proposal is the ratification of selection of BDO USA PC as the company's independent registered public accounting firm. The board recommends that the shareholders approve proposal four. I will now declare the polls officially closed and turn the call over to our inspector, Greg Malatia, to provide the preliminary results of the vote. Thank you, Nathan. The preliminary results are as follows. Concerning proposal one, election of directors Kraszewski and Macintosh, each nominated director has received a majority of the votes cast, and therefore, these directors have been elected. Concerning proposal two, the non-binding advisory vote regarding the company's compensation of its named executive officers, the proposal passes. Concerning proposal three, shareholder approval of the proposed amendment to the company's 2020 long-term incentive plan, the proposal passes. Concerning proposal four, the ratification of selection of BDO USA PC as the company's independent registered public accounting firm, the proposal passes. Thank you, Greg. That concludes the voting portion of the meeting. At this time, I will ask Josh Reinholz, the company CFO, if there have been any questions submitted for us to address. Thanks, Nathan. We have no submitted questions. Thank you, Josh. We have no questions, so I want to thank our stockholders for your continued support and hand it back to David for closing remarks. Thanks, Nathan. Before we adjourn, I want to thank our stockholders for your continued trust and engagement. We recognize that trust is earned through consistent performance and clear execution. Lee is in the midst of an important transformation, and we are committed to building a more resilient and more sustainable company. We approach that work with focus, discipline, and a clear sense of responsibility, and I'm confident in the direction we're heading. Thank you again for your time and investment in Lee, and this meeting is now adjourned. Thank you. This concludes today's meeting. You may now disconnect.