8-K
filed June 1, 2026, 4:31 PM ET
ticker TDAY
CIK 0001579684
other material
confidence high
sentiment neutral
materiality 0.15
Annual meeting elects directors, ratifies auditor; four governance proposals fail to meet 80% supermajority threshold
USA TODAY Co., Inc.
- All eight director nominees elected with >105M votes each; no opposition.
- Ratification of Grant Thornton as independent auditor approved: 125.8M for, 86K against.
- Advisory say-on-pay approved with 105.2M votes for, 1.7M against.
- Proposal for majority voting in uncontested director elections failed (needed 80% of 146.7M shares; got 106.9M for).
- Three proposals to eliminate supermajority voting provisions also failed, each receiving ~106.9M for, short of the 80% requirement.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders approved Ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-01 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-06-01
Exact text from the filing
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, 2026.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders approved Advisory approval of executive compensation at the 2026-06-01 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders approved, on an advisory basis, the Company's executive compensation.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders rejected Amendment to Charter to eliminate supermajority voting requirement for amendment of certain Charter provisions at the 2026-06-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders did not approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter") to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders approved Election of eight director nominees to serve until the 2027 annual meeting at the 2026-06-01 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders elected the following eight director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders rejected Amendments to Charter and Bylaws to eliminate supermajority voting requirements applicable to removal and appointment of directors at the 2026-06-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board of Directors is removed.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders rejected Amendment to Bylaws to implement majority voting in uncontested director elections at the 2026-06-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders did not approve an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
USA TODAY Co., Inc. shareholders rejected Amendment to Charter and Bylaws to eliminate supermajority voting requirements applicable to amendment of Bylaws at the 2026-06-01 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-06-01
Exact text from the filing
The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to the amendment of the Bylaws.
View on SEC.gov
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