USA TODAY Co., Inc. (TDAY)
NYSE: TDAY · Real-Time Price · USD
6.24
-0.08 (-1.27%)
Sep 18, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2026

Jun 1, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation, with all directors elected and key proposals on majority and supermajority voting not approved. No questions were raised by stockholders. Final results will be filed with the SEC.

Operator

Thank you for standing by, and welcome to the USA TODAY meeting. I will now turn the call over to Michael Reed.

Michael Reed
CEO, USA TODAY

Good morning. I am Mike Reed, Chief Executive Officer of USA TODAY Company and Chair of the company's Board of Directors. It is my pleasure to welcome all of you to the 2026 Annual Meeting of Stockholders. We have adopted this meeting format to facilitate participation by our stockholders. At this meeting, we will introduce and act upon the proposals described in the proxy statement previously made available to the stockholders in connection with this meeting. This meeting is subject to our rules of conduct and procedures, which are available within the portal you are using to attend this meeting. To conduct an orderly meeting, we ask that you abide by these rules, and we thank you for your cooperation. Stockholders that have accessed this meeting using their unique control number can vote and submit questions within the portal.

As stated in the rules of conduct and procedures, we ask that you restrict yourself to questions that pertain to the meeting. At this time, I'd like to introduce Polly Grunfeld Sack, who will act as Secretary of the Meeting. Kevin Chao of [Clark Carrido Group Inc] has been appointed to act as Inspector of Election and has filed his oath as Inspector of Election with the Secretary prior to the 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. As with every stockholders meeting, there are a series of corporate formalities and matters of official business to which we must attend. This meeting is held pursuant to notice first made available on or about April 17, 2026, to each stockholder of record on April 7, 2026.

Ms. Sack has in her possession a copy of the affidavit of distribution to the stockholders of the notice of meeting and proxy materials. The affidavit will be annexed to the minutes of this meeting as Exhibit B and filed in the company's minute book. According to our Inspector of Election, we have present in person or by proxy holders of a majority of shares of the company entitled to vote, and therefore we have a quorum. Based on the inspector's report, I now declare this meeting officially open for business. The next matter of business is to consider and act upon the proposals described in the notice and proxy statement previously made available to the stockholders in connection with this meeting. The first proposal is the election of eight directors of the company to hold office until the 2027 annual meeting of stockholders.

The board recommends the election of Maha Al-Emam, Theodore Janulis, John Jeffry Louis, Michael Reed, Amy Reinhard, Debra Sandler, Kevin Sheehan, and Barbara Wall. We have received no further nominations, and I can declare the nominations closed. The second proposal is the ratification of the selection of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third proposal is the advisory vote on executive compensation. The fourth proposal is approval of amendments to the company's amended and restated bylaws to implement majority voting in uncontested director elections. The fifth proposal is approval of amendments to the company's organizational documents to eliminate supermajority voting requirement.

Those of you who have not previously voted and wish to vote or those that have voted but wish to change your vote, 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 stockholder, having used your unique control number to have the ability to vote your shares. If you have already voted and do not intend to change your vote, it is not necessary that you vote again. We will now process the votes, and in just a moment, we will report the preliminary results of the meeting. At this time, we are prepared to entertain appropriate questions pertaining to the business of the meeting from stockholders. Okay. Our team has confirmed there are no questions that pertain to today's business.

Questions submitted to the portal Oh, let's see here. No. Okay. I'm gonna move on. The polls are now closed. Will the Inspector of Election please report the preliminary results of the voting?

Kevin Chao
Inspector, USA TODAY

Based on the number of votes cast in person or by proxy, each director has been duly elected. The stockholders have ratified the selection of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The stockholders have approved on an advisory basis the compensation of the company's executive officers. The stockholders have not approved the proposal requesting majority voting in uncontested elections of directors. The stockholders have not approved amendments to the company's organizational documents eliminating certain supermajority voting requirements.

Michael Reed
CEO, USA TODAY

Okay. 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, and the secretary is directed to annex the report as Exhibit C to the minutes. The company plans on publishing the final voting results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after this annual meeting. I would like to thank all the stockholders who participated in this annual meeting. There being no further business, the meeting is adjourned. Thank you.

Operator

This concludes today's meeting. You may now disconnect.