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.
Machine-readable event card
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- secwatch.filing_event.v1
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- 0001579684-26-000040
- form_type
- 8-K
- ticker
- TDAY
- cik
- 0001579684
- company_name
- USA TODAY Co., Inc.
- filed_at
- 2026-06-01T20:31:33+00:00
- discovered_at
- 2026-06-01T20:35:00.243739+00:00
- generated_at
- 2026-06-01T20:42:36.881976+00:00
- sec_items
- ["5.07"]
- event_type
- other_material
- sentiment
- neutral
- materiality_score
- 0.4
- calibrated_materiality_score
- 0.15
- confidence
- high
- secwatch_canonical_url
- https://secwatch.observer/filing/0001579684-26-000040
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- https://secwatch.observer/filing/0001579684-26-000040.json
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- https://secwatch.observer/filing/0001579684-26-000040.md
- text_url
- https://secwatch.observer/filing/0001579684-26-000040.txt
- edgar_index_url
- https://www.sec.gov/Archives/edgar/data/1579684/000157968426000040/0001579684-26-000040-index.htm
- edgar_primary_document_url
- https://www.sec.gov/Archives/edgar/data/1579684/000157968426000040/tday-20260601.htm
- generated_by_model
- deepseek-v4-flash:cloud@v2
- review_status
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- human_reviewed
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- corrected
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- correction_note
- null
- correction_timestamp
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Source-grounded claims
6d9b7f0456fe1b7fb6fc479c569f4905d8a359f4
USA TODAY Co., Inc. shareholders approved Election of eight director nominees at the 2026-06-01 meeting.
Proposal 1 . 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.
SEC 8-K Item 5.07
confidence 0.95
SEC evidence
80286024b9f0fcb63e72938f35c119b1335e0305
USA TODAY Co., Inc. shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm at the 2026-06-01 meeting.
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, 2026.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
80cbb3f7ae538474721d9403ab534cf1a1d32ccb
USA TODAY Co., Inc. shareholders rejected Amendments to Charter and Bylaws to eliminate supermajority voting requirements for amending Bylaws at the 2026-06-01 meeting.
Proposal 5b . 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.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
90beadbf8eb17a3edb9d70e6963f0e7f5ff48d82
USA TODAY Co., Inc. shareholders rejected Amendments to Charter and Bylaws to eliminate supermajority voting requirements for removal and appointment of directors at the 2026-06-01 meeting.
Proposal 5c . 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.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
a76f24c4607cafc45f75cd3818065330fa6c9f87
USA TODAY Co., Inc. shareholders approved Advisory approval of executive compensation at the 2026-06-01 meeting.
Proposal 3 . The Company's stockholders approved, on an advisory basis, the Company's executive compensation.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
db56129a20de3ce9e7634511873bcc0015320fe1
USA TODAY Co., Inc. shareholders rejected Amendment to Charter to eliminate supermajority voting requirement for amending certain Charter provisions at the 2026-06-01 meeting.
Proposal 5a . 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.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
f4a05c49777cd7ca76273d07230acd7d363524f9
USA TODAY Co., Inc. shareholders rejected Amendment to Bylaws to implement majority voting in uncontested director elections at the 2026-06-01 meeting.
Proposal 4 . 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.
SEC 8-K Item 5.07
confidence 0.98
SEC evidence
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Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026: For: Against: Abstensions: Broker Non-Votes: 459,883,831 6,189,396 2,613,330 —
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Proposal 1 . 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.
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The results of the vote were as follows: For Against Abstain Broker Non-Votes 98,600,810 8,426,781 98,301 13,043,864 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Proposal 1 . 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.
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The ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026: FOR AGAINST ABSTAIN BROKER NON-VOTES 3,708,805 207,145 85,662 0
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same fact type: shareholder_vote
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Proposal 1 . 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.
Comparable filing
4. Vote on Comstock Inc. 2026 Equity Incentive Plan. The stockholders approved the Comstock Inc. 2026 Equity Incentive Plan as set forth below. Voted For Voted Against Abstain Broker Non-Votes 25,069,375 1,393,479 1,194,028 21,410,649
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other_material
Items 5.07
same fact type: shareholder_vote
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similar materiality
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Proposal 1 . 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.
Comparable filing
Proposal 3 – The ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026. FOR AGAINST ABSTAIN BROKER NON-VOTES 13,466,844 198,796 9,223 0
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Proposal 1 . 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.
Comparable filing
All six (6) director nominees were elected as follows: Proposal No. 1 Nominees for Directors Votes For Withheld Broker Non-Votes Matthew D. Wilks 150,395,384 7,495,618 16,152,235 Theresa Glebocki 148,851,274 9,039,728 16,152,235 Gerald Haddock 148,865,425 9,025,577 16,152,235 Sergei Krylov 150,473,923 7,417,079 16,152,235 Stacy Nieuwoudt 148,880,788 9,010,214 16,152,235 Matthew Rinaldi 150,594,220 7,296,782 16,152,235
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MCHB
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Items 5.07
same fact type: shareholder_vote
same SEC item: 5.07
same event type: other_material
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Proposal 1 . 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.
Comparable filing
Proposal 1. Election of the eight director nominees: The Company’s directors were each elected by a majority of the votes cast. Accordingly, the following eight director nominees were elected, each for a term of one year expiring at the Company’s 2027 Annual Meeting of Shareholders: Nominee For Against Abstentions Broker Non-Votes Carl B. Webb 193,604,620 3,540,075 5,441 2,638,329 E. Michael Downer 197,024,341 120,066 5,029 2,638,329 Patricia Cochran 196,726,712 417,859 5,565 2,638,329 Adrienne Y. Crowe 195,662,831 1,481,444 5,861 2,638,329 Douglas Downer 197,036,529 107,895 5,712 2,638,329 Nancy D. Pellegrino 196,888,040 257,085 5,011 2,638,329 Kenneth D. Russell 195,865,339 1,280,041 4,756 2,638,329 Jon R. Wilcox 196,937,400 205,432 7,304 2,638,329
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same fact type: shareholder_vote
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2. The Hanover Bancorp, Inc. 2026 Equity Incentive Plan was approved by the shareholders by the following vote: FOR AGAINST ABSTAIN 4,755,228 27,522 43,684 There were 903,723 broker non-votes on the proposal.
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