Good day. Welcome to the Gannett Company Inc. 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Mike Reed. Please go ahead.
Thank you. Good morning. I'm Mike Reed, Chief Executive Officer of Gannett Company Inc., and Chairman of the company's Board of Directors. It is my pleasure to welcome all of you to our 2020 annual meeting of stockholders. We are conducting our annual meeting virtually this year via webcast. We have adopted this meeting format due to the concerns related to the ongoing COVID-19 pandemic, to improve access and facilitate participation by our stockholders in our annual meeting during this time. At this meeting, we will introduce and act upon the six proposals described in the proxy statement previously mailed to the stockholders by the board of directors in connection with this meeting, and we will answer any previously submitted questions from stockholders pertaining to today's business.
In the event of technical malfunction or another significant problem that disrupts the annual meeting, the chairman may adjourn, recess, or expedite the annual meeting, or take such other action that the chairman determines is appropriate in light of the circumstances. If the meeting is adjourned, please be advised that the notice of the annual meeting has been properly served. A quorum is present. All proposals will be deemed to be properly presented before the meeting. Appointed proxies have cast all votes as set forth on the individual proxy cards, and polls would be closed at 8:30 Eastern Time in this unlikely event. Final votes will be posted on the Gannett website and reported on Form 8-K. This virtual meeting will still be subject to our rules of conduct, which are available within the portal you are using to attend this meeting.
To conduct an orderly meeting, we ask that participants abide by these rules. Thank you for your cooperation with this. To the extent questions are asked during the meeting, we will look to answer them if we have time remaining, or we will follow up on those questions after the meeting concludes via our annual meeting website. You can submit your questions on the lower left-hand side of your portal. As stated in the rules of conduct, we ask that you restrict yourself to questions that pertain to the agenda that is before us today. In a moment, I will be calling the meeting to order. Before that, I'd like to introduce members of our board of directors who are present with us today.
Mayur Gupta, Ted Janulis, Jeff Louis, Maria Miller, Debra Sandler, Kevin Sheehan, who is our Lead Director, Larry Tarica, and Barbara Wall, and I thank them all for joining us this morning. Additionally, I would like to introduce the members of our senior management team who are present here today. Doug Horne, our Chief Financial Officer, and Paul Bascobert, Chief Executive Officer of Gannett Media. Thank you guys for joining. Polly Grunfeld Sack will act as Secretary of the Meeting. Thanks, Polly. Kevin Chau, a representative of the Carideo Group, which is a contractor for Broadridge Financial Solutions, has been appointed to act as Inspector of Election and has filed his oath as Inspector of Election with the Secretary prior to this meeting.
I am now directing that a copy of the oath be annexed to the minutes of this meeting as Exhibit A and filed in the minute book. Also joining us this morning are Michael Policicchio and Lisa Kelly, representatives from Ernst & Young, and they're present with us this morning. To the extent questions are asked during the meeting, one of the EY representatives will look to answer them if we have time remaining, or alternatively, one of the representatives will follow up on those questions after the meeting concludes. As with every annual meeting, there are a series of corporate formalities and matters of official business to which we must attend. This meeting is held pursuant to the notice first mailed on or about April 28th, 2020, to each stockholder of record on April 16th, 2020.
Ms. Sack has in her possession a copy of the affidavit of distribution to the stockholders of the notice of meeting, proxy materials, and 2019 annual report. The affidavit will be annexed to the minutes of this meeting as Exhibit B and filed in the company's minute book. According to Kevin, we have present in person or by proxy, holders of, I think, Kevin, about 90 or 88% of shares.
Yeah, 88.04%.
Yeah, 88.04% of the shares of the company entitled to vote. Therefore, we have a quorum. Based on Kevin's report, I now declare this meeting officially open for business. The next matter of business is to consider and act upon the six proposals described in the notice and proxy statement previously mailed to the stockholders in connection with this meeting. We had asked for questions related to a specific proposal to be submitted in advance of this meeting by Friday, June 5th. None were submitted. We will vote electronically today. If you have voted by internet or telephone or sent in your proxy card and do not intend to change your vote, it is not necessary that you vote because we will count your proxy.
Those of you who did not turn in your proxy card or wish to change your vote, you may do so now by clicking on the voting link available within the portal that you are using to attend the meeting this morning. You must be logged in as a shareholder, having used your unique 16-digit control number to have the ability to vote your shares. We will collect these votes, and they will be counted in the final tally along with those previously received. The first proposal is the election of eight directors of the company to hold office until the 2021 annual meeting of stockholders. The board recommends the election of Mayur Gupta, Ted Janulis, Jeff Louis, Maria Miller, Mike Reed, Debra Sandler, Kevin Sheehan, and Barbara Wall. I declare the nominations closed.
The second proposal is the ratification of the selection of Ernst & Young as the company's independent registered public accounting firm for the fiscal year 2020. The third proposal is the advisory vote on executive compensation. The fourth proposal is the vote on the approval of amendments to the company's amended and restated bylaws to implement majority voting in uncontested director elections. The fifth proposal is the vote of the approval of amendments to the company's organizational documents, eliminating certain supermajority voting provisions. The sixth proposal is the non-binding vote on the stockholder proposal requesting the board to prepare an annual journalism report detailing the company's commitment to news. I now invite Jeff Gordon, the representative from the United Media Guild, to present its proposal number six. Jeff?
Thanks, Mike. This proposal asks Gannett to issue an annual report on the state of journalism in its newsrooms because news is our company's core product. Our locals had many good conversations with Mike Reed over the years, dating back to GateHouse Media. We appreciate Mike's willingness to listen. We appreciate his commitment to this industry in the face of challenges that prompted many other operators to bail out. Our newsrooms are continuing to shrink. The loss of news content has accelerated print circulation and advertising decline, which has led to more cuts, which has attract more news, which has further accelerated revenue loss and so forth. Given this, we believe this report should go beyond the usual accounting of journalism successes during the year to give shareholders a comprehensive assessment of the core product.
We believe the report should include property-by-property summaries of newsroom staffing growth or decline, highlighting where news, sports, business, and features coverage has either increased or decreased. It should examine the impact of earlier content deadlines for the print editions due to the consolidation of production and printing operations. In many markets, this removed night news and event coverage from the newspaper. This report could illustrate the positive impact our investigative journalism has made in our communities. It could describe the company's success or failure creating a more diversified newsroom in our communities. Journalists care greatly about their craft and the communities they serve. Their work has never been more important to this nation. This passion has inspired one newsroom after another to join the NewsGuild to gain a collective voice through unionization.
This report could also include how many collective bargaining agreements have been achieved during the year, how many negotiations remain ongoing, and how long they have been ongoing. This is a good barometer of management-journalist relations. Our company has not taken a position on this proposal, although it states in the proxy that producing a journalism report would involve cost, and it would. The benefits far outweigh the cost.
The proxy voting service ISS recommends a vote in favor of this proposal, saying it would aid shareholders in assessing the company's management for related risks and opportunities and enable shareholders to better assess the company's performance on a broader set of issues and evaluate the impact that these issues may have on their investment. This is an opportunity for investors to understand Gannett better. Please vote yes on proposal six in this year's proxy statement. Thank you, and back to Mike.
Thank you, Jeff. Okay. For those of you who wish to vote today, you may do so now by clicking on the voting link available within the portal you are using to attend this meeting. You must be logged in as a shareholder, having used your unique 16-digit control number to have the ability to vote your shares. We will now process any electronic votes, and in just a moment, we will report the results of the meeting.
Thank you, Mr. Reed.
Yeah. Okay, Kevin, over to you.
All right. Thank you, Mr. Reed. The vote totals that I am about to announce are preliminary as we continue to tally any votes being submitted during this virtual meeting. Those votes will be added to Gannett's formal filing. The following votes were cast in person or by proxy on each of the proposals. Regarding proposal one to elect Messrs. Gupta, Janulis, Louis, Reed, and Sheehan, and Mss. Miller, Sandler, and Wall as directors of the company. At least 79,720,414 votes were cast for the election of Mr. Gupta, and authority was held to vote for Mr. Gupta with respect to 2,343,237 votes. Mr. Gupta has received a plurality of the votes cast. As a result, Mr. Gupta has been elected as a director of the company.
At least 63,914,745 votes were cast for the election of Mr. Janulis, and authority was withheld to vote for Mr. Janulis with respect to 18,148,906 votes. Mr. Janulis has received a plurality of the votes cast. As a result, Mr. Janulis has been reelected as a director of the company. At least 79,509,046 votes were cast for the election of Mr. Louis, and authority was withheld to vote for Mr. Louis with respect to 2,554,605 votes. Mr. Louis has received the plurality of the votes cast. As a result, Mr. Louis has been reelected as a director of the company. At least 76,186,086 votes were cast for the election of Mr. Reed, and authority was withheld to vote for Mr. Reed with respect to 5,877,565 votes. Mr. Reed has received a plurality of the votes cast. As a result, Mr. Reed has been reelected as a director of the company.
At least 62,152,631 votes were cast for the election of Mr. Sheehan, and authority was withheld to vote for Mr. Sheehan with respect to 19,911,020 votes. Mr. Sheehan has received a plurality of the votes cast. As a result, Mr. Sheehan has been reelected as director of the company. At least 79,559,857 votes were cast for the election of Ms. Miller, and authority was withheld to vote for Ms. Miller with respect to 2,503,794 votes. Ms. Miller has received a plurality of the votes cast. As a result, Ms. Miller has been elected as director of the company. At least 79,477,260 votes were cast for the election of Ms. Sandler, and authority was withheld to vote for Ms. Sandler with respect to 2,592,451 votes. Ms. Sandler has received a plurality of the votes cast. As a result, Ms. Sandler has been reelected as director of the company.
At least 79,708,201 votes were cast for the election of Ms. Wall, and authority was withheld to vote for Ms. Wall with respect to 2,355,450 votes. Ms. Wall has received a plurality of the votes cast. As a result, Ms. Wall has been elected as director of the company. Regarding Proposal 2, to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for fiscal year 2020. At least 113,497,313 votes were cast for the proposal. At least 2,164,515 votes were cast against the proposal. There were at least 612,635 abstentions. Ernst & Young received at least a majority of the votes of the shares present or represented by proxy and entitled to vote on this proposal.
As a result, the selection of Ernst & Young LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 2020 has been ratified by the stockholders of the company. Regarding Proposal 3, the advisory vote on the executive compensation. At least 24,575,671 votes were cast against the proposal, and there were at least 416,899 abstentions. At least a majority of the votes of the shares present or represented by proxy and entitled to vote on this proposal were cast for the proposal. As a result, the advisory vote on the executive compensation has been approved. Regarding Proposal 4, the approval of an amendment to the company's amended and restated bylaws to implement majority voting on uncontested director elections. At least 79,882,258 votes were cast for the proposal. At least 1,998,356 votes were cast against the proposal, and there were at least 183,037 abstentions.
Less than 80% of the issued and outstanding shares entitled to vote on this proposal cast votes for the proposal. The proposal to amend the company's bylaws has not been approved. Regarding Proposal 5, the approval of A, an amendment to the company's certificate of incorporation to eliminate supermajority voting requirement applicable to amend certain provisions of the company's certificate of incorporation. At least 79,293,441 votes were cast for the proposal. At least 2,546,294 votes were cast against the proposal, there were at least 223,916 abstentions. Less than 80% of the issued and outstanding shares entitled to vote on this proposal cast votes for the proposal. The proposal to amend the company's certificate of incorporation has not been approved. B, amendments to the company's certificate of incorporation and bylaws to eliminate supermajority voting requirement applicable to amend the company's bylaws.
At least 79,184,046 votes were cast for the proposal, and at least 2,653,722 votes were cast against the proposal, and there were at least 225,883 abstentions. Less than 80% of the issued and outstanding shares entitled to vote on this proposal cast votes for the proposal. As a result, the proposal to amend the company's certificate of incorporation and bylaws have not been approved. C, amendments to the company's certificate of incorporation and bylaws to eliminate supermajority voting requirement applicable to remove directors and to appoint directors in the event the entire board of directors is removed. At least 79,233,644 votes were cast for the proposal. At least 2,579,114 votes were cast against the proposal, and there were at least 250,893 abstentions. Less than 80% of the issued and outstanding shares entitled to vote on this proposal cast votes for the proposal.
As a result, the proposal to amend the company certificate of incorporation and bylaws have not been approved. Regarding Proposal Six, a non-binding stockholder proposal requesting the Board of Directors prepare an annual journalism report detailing the company's commitment to news. At least 23,890,490 votes were cast for the proposal. At least 46,638,310 votes were cast against the proposal, and there were at least 11,469,781 abstentions. A majority of votes of the shares present or represented by proxy entitled to vote on this proposal were not cast for the proposal. As a result, the request has not been approved.
Thank you, Kevin. There being no other business to properly come before the meeting, please file your report of the results of the voting with the secretary. At this time, I will ask Ashley if there are any questions that have been submitted for us to address.
Thanks, Mike. Yes, I think you can probably handle this first question. Why is the board proposing the elimination of the supermajority voting requirements?
Yes. The board feels it's in the best interest of shareholders to have the lower threshold being just a majority rather than supermajority. It puts shareholders in the best interest to accomplish any necessary actions or take necessary actions that may be in the best interest of the company. The board feels that that's the right threshold rather than a supermajority.
Okay. Thank you. The next question is, why did the board choose to take a neutral stance on the union's proposal to prepare a journalism report? Did you discuss with the union the details of their proposal? I think I'll pass this one, Barbara Wall, our Director, to answer.
Oh, thanks, Ashley. First of all, let me say that the board and company management agree with the Guild that maintaining the company's commitment to journalism has to be a top priority. Indeed, we think it's our central mission to preserve high-quality local journalism. We also believe that it's important not just for the reasons the Guild's proposal points out, and if you saw the proxy statement, you saw that they made the case, which we agree with, that communities with strong local journalism outlets have lower corruption rates and even lower taxes. We think all those points are well taken. Also, we understand that strong local journalism is good for our business. Simply put, if we don't produce high-quality journalism, readers will not buy our newspapers or visit our website.
We're not convinced that the annual report suggested by the union is necessary or a useful way of advancing the mission. One of the reasons is that we already disclosed some of the types of information that presumably would be included in the report on our website, in press releases, and in our SEC disclosures. Another reason is that at our board meetings, the board receives regular reports from the Head of Content, Maribel Wadsworth. Her board reports provide detailed information on the editorial coverage in our communities, and again, touch on many of the topics that the Guild suggested be included in the annual report. Finally, and this is a very practical consideration, as our shareholders know, we're deeply immersed in integration work, integrating 260 daily newspapers. It's a huge task, and it is our top priority.
At this point in time, we don't think it was a good idea to undertake the voluminous work that would be necessary to design and produce a new report. As to our discussions with the union, we didn't discuss this proposal specifically, but we maintain a positive dialogue with them and have an open line of communication. Jeff mentioned earlier in the meeting that our journalists care greatly about their craft, and we agree with Jeff on that, and we understand the good intentions that were behind this proposal, and we appreciate that.
Thank you, Barbara.
Back to you, Ashley.
Great. Thank you so much. That concludes the questions we received that pertained to today's business. Any other general questions that were received, I'm happy to follow up on after the meeting directly. If you asked a question and did not input your personal information, please feel free to reach out to me, Ashley Higgins, at investors@gannett.com. I would also direct you to spend some time on our investor website, investors.gannett.com, as it has some recent webcasts from conference presentations that Mike and Doug have given over the past month that addresses many of the questions that had come through. I think this concludes the Q&A portion of the meeting. Thank you so much for joining us today.
I'd like to thank all the shareholders, stockholders who participated in our virtual annual meeting today, our first virtual annual meeting, as well as all of our stockholders who participated by proxy. There being no further business, the meeting is adjourned. Thank you, everyone.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.