USA TODAY Co. shareholders block governance reforms despite 99.9% support due to supermajority rule

Filed June 1, 2026 · Period ending June 1, 2026 · ~1 min read

Key Changes

• medium

  Four governance proposals (majority voting, eliminating supermajority thresholds) failed despite 99.9% shareholder support because 18.9M broker non-votes prevented reaching the 80% of shares outstanding threshold (117.4M votes needed, only 106.9M achieved).

  Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
• low

  All eight directors elected with 98.3%–99.1% of votes cast (71.7%–72.3% of 146.7M shares outstanding). Say-on-pay approved with 98.4% support (105.2M For, 1.7M Against, 69K Abstentions).

  Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
• low

  Grant Thornton LLP ratified as independent auditor for fiscal 2026 with 99.9% support (125.8M For out of 125.9M votes cast, representing 85.8% of shares outstanding).

  Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →