UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2023
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(Exact name of Registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | ||||||||
Registrant’s telephone number, including area code | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
Lee Enterprises, Incorporated (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”) on April 18, 2023.
On April 18, 2023, Broadridge Investor Communication Solutions, Inc., the independent inspector of election for the Annual Meeting (the “Inspector of Election”), issued its final report certifying the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
Each share of our common stock, par value $0.01 per share (“Common Stock”) outstanding on February 22, 2023, the record date for the Annual Meeting (the “Record Date”), had one vote on each proposal. On the Record Date, there were 6,043,035 shares of Common Stock outstanding. Present at the Annual Meeting were holders of 3,352,152 shares of Common Stock, all represented by proxy, or 55.47% of the outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
The shareholders voted to re-elect each of David T. Pearson, Margaret R. Liberman, and Brent Magid as a director to serve for a three-year term expiring at the Company’s 2026 annual meeting of shareholders.
| For | Withheld | Broker Non-Votes | |||||||||
| David T. Pearson | 2,352,657 | 999,495 | — | ||||||||
| Margaret R. Liberman | 2,853,630 | 498,522 | — | ||||||||
| Brent Magid | 2,294,250 | 1,057,902 | — | ||||||||
The shareholders approved, by non-binding vote, the compensation of the named executive officers (“Say-On-Pay”) as disclosed in the Company’s 2023 proxy statement (“Named Executive Officers”), and votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,238,413 | 1,068,277 | 45,462 | — | ||||||||
The shareholders approved, by non-binding vote, on the frequency of the advisory votes to approve Named Executive Officers’ compensation (“Say-on-Frequency”), and the votes were cast as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||
| 2,923,226 | 7,512 | 119,121 | 302,293 | — | ||||||||||
In accordance with the Company’s Board of Directors’ recommendation and in light of the voting results with respect to the Say-On-Frequency vote, the Company will hold future Say-On-Pay votes on an annual basis until the next Say-On-Frequency vote occurs. The next Say-On-Frequency vote is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.
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 thereunto duly authorized.
| LEE ENTERPRISES, INCORPORATED | |||||||||||||||||
| Date: | April 18, 2023 | By: | /s/ Timothy R. Millage | ||||||||||||||
| Timothy R. Millage | |||||||||||||||||
| Vice President, Chief Financial Officer and Treasurer | |||||||||||||||||