<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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/ / Definitive Additional Materials
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Gannett Co., Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Gannett Co., Inc.
- --------------------------------------------------------------------------------
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<PAGE> 2
[LOGO]
JOHN J. CURLEY
Chairman, CEO
and President
March 17, 1995
Dear Shareholder:
On behalf of your Board of Directors and management, I cordially invite you
to attend the Annual Meeting of Shareholders to be held on Tuesday, May 2, 1995,
at 10:00 a.m., at the Company's headquarters, 1100 Wilson Boulevard, Arlington,
Virginia.
At this meeting you will be asked to vote for the election of four
directors and for the election of Price Waterhouse as the Company's independent
auditors for the 1995 fiscal year. These matters are discussed in detail in the
attached proxy statement.
Your Board of Directors believes these proposals are in the best interests
of the Company and its shareholders and recommends that you vote for them.
It is important that your shares be represented at the meeting whether or
not you plan to attend. Please sign, date and return the enclosed proxy card in
the envelope provided.
Thank you for your continued support.
Cordially,
/s/ JOHN J. CURLEY
-------------------
John J. Curley
1100 Wilson Boulevard, Arlington, VA 22234 (703) 284-6000
<PAGE> 3
[LOGO]
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 1995
---------------
To Our Shareholders:
The Annual Meeting of Shareholders of Gannett Co., Inc. will be held at the
Company's headquarters, 1100 Wilson Boulevard, Arlington, Virginia, at 10:00
a.m. on May 2, 1995 for the following purposes:
(1) to elect four directors;
(2) to act upon a proposal to elect Price Waterhouse as the Company's
independent auditors for the 1995 fiscal year; and
(3) to transact such other business, if any, as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 3, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE
TO ATTEND THE MEETING.
By Action of the Board of Directors
/s/ THOMAS L. CHAPPLE
------------------------
Thomas L. Chapple
Secretary
Arlington, Virginia
March 17, 1995
<PAGE> 4
[LOGO]
PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Gannett Co., Inc. for the Annual Meeting of
Shareholders to be held on May 2, 1995.
The close of business on March 3, 1995 has been fixed as the record date
for the determination of the shareholders entitled to notice of, and to vote at,
the Annual Meeting. On that date there were 140,076,735 shares of Common Stock
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote.
Shares represented by proxies will be voted in accordance with the
specifications made on the proxy card by the shareholder. Any proxy not
specifying the contrary will be voted in the election of directors for the Board
of Directors' nominees and in favor of the proposal regarding the election of
auditors. A shareholder giving a proxy has the right to revoke it by a duly
executed proxy bearing a later date, by attending the meeting and voting in
person, or by otherwise notifying the Company prior to the meeting.
The principal executive offices of the Company are located at 1100 Wilson
Boulevard, Arlington, Virginia 22234. This Proxy Statement and the enclosed
proxy card are being furnished to shareholders on or about March 17, 1995.
PROPOSAL 1--ELECTION OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. Among the committees of the Board are
the Management Continuity Committee, the Executive Compensation Committee and
the Audit Committee.
The Management Continuity Committee develops long-range management
succession plans and recommends to the Board candidates for nomination as
directors and for election as officers. In making recommendations for directors
for the 1996 Annual Meeting, the Committee will consider any written suggestions
of shareholders received by the Secretary of the Company prior to February 1,
1996. The Committee consists of Meredith A. Brokaw, Chair, John J. Curley, and
Carl T. Rowan. The Committee met five times during 1994.
The Executive Compensation Committee makes recommendations concerning the
compensation and benefits of elected officers and senior executives, grants
awards under and administers the Company's executive incentive plans, and
generally assumes responsibility for all matters related to the foregoing. The
Committee consists of Thomas A. Reynolds, Jr., Chair, Peter B. Clark, and
Dolores D. Wharton. None of the members of the Committee is an employee of the
Company. The Committee met five times during 1994.
<PAGE> 5
The Audit Committee periodically reviews the Company's auditing practices
and procedures and recommends independent auditors to be elected by the
shareholders. The Audit Committee consists of Stuart T. K. Ho, Chair, Andrew F.
Brimmer, and Thomas A. Reynolds, Jr. None of the members of the Committee is an
employee of the Company. The Committee met four times during 1994.
The Board of Directors of the Company is currently composed of 12
directors. The By-laws of the Company provide that each director, in order to be
eligible for election to the Board, must own at least one thousand shares of the
Common Stock of the Company. Under the Company's Certificate of Incorporation
and By-laws, the Board is divided into three classes, as nearly equal in number
as possible. At each Annual Meeting of Shareholders, directors constituting one
class are elected for a three-year term. The Board of Directors intends to
nominate the four persons named below for election to the Board of Directors.
All of the nominees are currently directors. If elected, except for Dr. Brimmer,
they will serve until the Annual Meeting of Shareholders to be held in 1998 or
until such time as their respective successors are elected. Dr. Brimmer will
reach age 70 in September 1996 and, as required by the Company's By-laws, will
retire from the Board by the 1997 Annual Meeting. The Board of Directors held
six meetings during 1994. All of the incumbent directors attended at least 75%
of the total meetings of the Board and any committee on which they served.
The Board believes that all the nominees will be available and able to
serve as directors. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the Board
may recommend, the Board may reduce the number of directors to eliminate the
vacancy, or the Board may fill the vacancy at a later date after selecting an
appropriate nominee. A plurality of the votes cast at this meeting by the
holders of stock entitled to vote in the election is required for election of
the directors. The four nominees with the highest number of votes will be
elected. If a shareholder, present in person or by proxy, withholds a vote from
one or more directors, the shareholder's shares will not be counted in
determining the votes for those directors. If a shareholder holds shares in a
broker's account and has given specific voting instructions, the shares will be
voted in accordance with those instructions. If no voting instructions are
given, under the New York Stock Exchange rules the broker may exercise its
discretionary authority to vote for the Board of Directors' nominees.
The following sets forth information concerning the principal occupations
and business experience of the nominees and of those directors whose terms of
office will continue following the Annual Meeting.
THE FOLLOWING PERSONS HAVE BEEN NOMINATED FOR ELECTION AT THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 1995:
ANDREW F. BRIMMER
Dr. Brimmer, 68, is a former member of the Federal Reserve Board and now
heads his own economic and financial consulting firm in Washington, D.C. Dr.
Brimmer served as a visiting professor at the Harvard Business School from 1974
to 1976 and as a governor of the Federal Reserve System from 1966 to 1974. He is
president and a director of Brimmer & Company, Inc., and a director of Airborne
Express; BankAmerica Corporation and Bank of America NT&SA; BellSouth
Corporation; BlackRock Investment Income Trust, Inc. (and other Funds); Carr
Realty Corporation; Connecticut Mutual Life Insurance Company; E.I. duPont de
Nemours & Company; Navistar International Corporation; and PHH Corporation. He
is also a Trustee of the College Retirement Equities Fund. He has been a
director of Gannett since 1980.
STUART T. K. HO
Mr. Ho, 59, is Chairman of the Board and President of Capital Investment of
Hawaii, Inc. Mr. Ho is also Chairman of the Board of Gannett Pacific
Corporation, which publishes the Company's Honolulu Advertiser and the Pacific
Daily News in Guam. Mr. Ho is also a director of Aloha Airgroup, Inc., Bancorp
Hawaii, Inc.,
2
<PAGE> 6
and Capital Investment of Hawaii, Inc. He is also a Trustee of the College
Retirement Equities Fund. He has been a director of the Company since 1984.
DOUGLAS H. MCCORKINDALE
Mr. McCorkindale, 55, is Vice Chairman and Chief Financial and
Administrative Officer of Gannett and has served the Company in various other
executive capacities since 1971. He is also a director of Frontier Corporation
and Continental Airlines, Inc. and a director of seven funds which are part of
the Prudential group of mutual funds. He has been a director of Gannett since
1977.
ROLLAN D. MELTON
Mr. Melton, 62, is Chairman and Chief Executive Officer of Speidel
Newspapers Inc., a Gannett subsidiary, and serves as a columnist for the Reno
Gazette-Journal. He is also a director of the National Judicial College and the
John Ben Snow Trust and Foundation. Mr. Melton has served as President or
Chairman and as Chief Executive Officer of Speidel since 1972. He has been a
director of Gannett since 1977.
THE FOLLOWING DIRECTORS ARE SERVING ON THE BOARD FOR A TERM THAT ENDS AT
THE 1996 ANNUAL MEETING:
MEREDITH A. BROKAW
Mrs. Brokaw, 54, owns and operates Penny Whistle Toys, Inc., in New York
City, and is the author of seven children's books. She is a director of
Conservation International, Washington, D.C. She has been a director of Gannett
since 1983.
PETER B. CLARK
Mr. Clark, 66, was Chairman, President and Chief Executive Officer of The
Evening News Association, which merged with Gannett in 1986. He was Publisher of
The Detroit News from 1963 to 1981. He was President of The Evening News
Association from 1963 until his retirement in 1986. In 1987, he was Regents
Professor at the Graduate School of Management, University of California at Los
Angeles. He is also a trustee of Harper-Grace Hospital, Detroit, Michigan. He
has been a director of Gannett since 1986.
JOHN J. CURLEY
Mr. Curley, 56, is Chairman, President and Chief Executive Officer of
Gannett. He was President and Chief Executive Officer of the Company from 1986
to 1989 and President and Chief Operating Officer of Gannett from 1984 to 1986.
He has served the Company in various other executive capacities since 1983 and
has been a director since 1983. Mr. Curley is a member of the Dickinson College
Board of Trustees.
JOSEPHINE P. LOUIS
Mrs. Louis, 64, is Chairman and Chief Executive Officer of Eximious Inc.
and Eximious Ltd. She is a director of HDO Productions, Inc. and a trustee of
the Chicago Horticultural Society and the Chicago Historical Society. She has
been a director of Gannett since 1994.
THE FOLLOWING DIRECTORS ARE SERVING ON THE BOARD FOR A TERM THAT ENDS AT
THE 1997 ANNUAL MEETING:
ROSALYNN CARTER
Mrs. Carter, 67, is the former First Lady. She serves as a member of the
Board of Directors of the Carter Presidential Center and Friendship Force
International, the Board of Advisors of Habitat for Humanity, Inc., and the
Board of Trustees of The Menninger Foundation. She has been a director of
Gannett since 1983.
THOMAS A. REYNOLDS, JR.
Mr. Reynolds, 66, is Chairman Emeritus of the law firm of Winston & Strawn,
Chicago, Illinois. He is also a director of Jefferson Smurfit Group and Union
Pacific Corporation.
3
<PAGE> 7
Winston & Strawn performed legal services for Gannett in 1994. He has been a
director of Gannett since 1979.
CARL T. ROWAN
Mr. Rowan, 69, is President of CTR Productions. He is also an author,
lecturer and commentator. He is a columnist for King Features and the Chicago
Sun-Times and a television and radio commentator. He formerly was United States
Ambassador to Finland and Director of the United States Information Agency. He
has been a director since 1990.
DOLORES D. WHARTON
Mrs. Wharton, 67, is Chairman and Chief Executive Officer of the Fund for
Corporate Initiatives, Inc., a non-profit organization devoted to strengthening
the role of women and minorities in the corporate world through professional
development and upward mobility programs for younger executives. She is also a
director of the Kellogg Company and COMSAT Corporation. She has been a director
of Gannett since 1979.
SECURITIES OWNED BY GANNETT MANAGEMENT
The following table shows the number of shares of Gannett Common stock
beneficially owned by all directors, including the nominees listed above and the
named executive officers, on March 3, 1995:
<TABLE>
<CAPTION>
NAME OF OFFICER OR DIRECTOR TITLE SHARES OWNED
- --------------------------- ----- ------------
<S> <C> <C>
John J. Curley......................... Chairman, President & CEO 560,468
Douglas H. McCorkindale................ Vice Chairman, Chief Financial &
Administrative Officer 383,192
Gary L. Watson......................... President/Newspaper Division 59,383
Cecil L. Walker........................ President/Broadcasting Division 42,006
Thomas Curley.......................... President and Publisher, USA TODAY 53,980
Andrew F. Brimmer...................... Director 3,180
Meredith A. Brokaw..................... Director 4,890
Rosalynn Carter........................ Director 4,499
Peter B. Clark......................... Director 2,119
Stuart T. K. Ho........................ Director 8,641
Josephine P. Louis..................... Director 57,888
Rollan D. Melton....................... Director 50,462
Thomas A. Reynolds, Jr................. Director 8,678
Carl T. Rowan.......................... Director 10,828
Dolores D. Wharton..................... Director 5,000
All directors and executive officers as
a group (35 persons including those
named above)......................... 1,657,172
</TABLE>
The number of shares shown for the persons named above represents in each
instance less than 1% of the outstanding shares. All directors and executive
officers as a group beneficially owned 1,657,172 shares of the Company's Common
Stock on March 3, 1995, which represents 1.18% of the outstanding shares. Of the
shares reported, the following shares are included because they may be purchased
pursuant to stock options that were exercisable on March 3, 1995 or will become
exercisable by May 2, 1995: Mr. John Curley--367,500; Mr. McCorkindale--212,500;
Mr. Watson-- 31,247; Mr. Walker--27,050; Mr. Thomas Curley--36,035; all
executive officers as a group-- 935,014. For all shares presently owned, each
director or executive officer possesses sole voting power and sole investment
power, except for Mr. Melton, who shares investment and voting power with
respect to 50,000 shares held in trust; Mr. Rowan, who shares investment and
voting power with respect to 1,000 shares held jointly with his spouse; and two
additional executive officers who
4
<PAGE> 8
share investment and voting power with respect to 17,929 shares held jointly
with their spouses. Also included among the shares reported above are the
following shares which are held by The Northern Trust Company as trustee of the
Company's Deferred Compensation Plan; Mr. McCorkindale--5,257; Mr.
Watson--2,546; Mr. Walker--1,886; Mr. Thomas Curley--1,839; Mr. Brimmer--1,996;
Ms. Brokaw--3,890; Ms. Carter--2,405; Mr. Clark--319; Mr. Ho--7,194; Mr.
Reynolds--1,678; Mr. Rowan--6,728; all directors and executive officers as a
group--60,885.
Certain shares have not been reported above because, in each case, the
director or executive officer has disclaimed beneficial ownership. Ownership of
the following shares is disclaimed because they are held in the names of family
members or in trust: Mr. Clark--300; Mr. Rowan--300; Mr. McCorkindale--457; all
directors and executive officers as a group--4,455.
The shares reported above do not include 700,700 shares of the Company's
Common Stock owned as of March 3, 1995 by the Gannett Retirement Plan Trust. The
following officers of the Company serve on the Retirement Plan Committee, which
has the power to direct the voting of those shares: John Curley, Douglas
McCorkindale, Richard L. Clapp (Vice President, Compensation and Benefits),
Madelyn P. Jennings (Senior Vice President, Personnel), and Jimmy L. Thomas
(Senior Vice President, Financial Services and Treasurer).
SECTION 16(a) REPORTS
In September 1994, The John J. Curley Charitable Remainder Unitrust, of
which John Curley is the trustee, sold 130 shares of the Company's Common Stock.
The sale was inadvertently overlooked for timely reporting purposes and was
reported on a Form 4 for December 1994.
During the period June 1990 to December 1994, Rollan Melton, a director and
employee of the Company, acquired 462 shares of the Company's Common Stock
pursuant to periodic purchases of shares under the Company's 401(k) Savings
Plan. These exempt transactions were inadvertently omitted from Mr. Melton's
filed reports on Form 4 and Form 5 and were reported on a Form 4 for January
1995.
COMPENSATION OF DIRECTORS
The Company compensates its directors through the payment of annual fees
and meeting fees. The annual fee is $42,500. Each director also receives a fee
of $1,250 for each Board meeting attended. Each committee chair also receives an
annual fee of $5,000 and each committee member, including the chair, receives a
fee of $1,000 for each committee meeting attended. Directors who are employees
of the Company or its subsidiaries receive no director fees. Directors may elect
to defer payment of their fees to future years under the 1987 Deferred
Compensation Plan, which provides for seven investment options, including mutual
funds and a Gannett Common Stock fund.
The Company has established a Retirement Plan for Directors in which
non-employee members of the Board of Directors are eligible to participate. The
annual benefit under the Plan is equal to a percentage of the highest annual
director's compensation during the five years of service preceding the
director's retirement from the Board as follows: 10 years or more, 100%; nine
years, 90%; eight years, 80%; seven years, 70%; six years, 60%; five years, 50%;
and less than five years, 0%. The annual benefit will be paid each quarter for
10 years except in the case of lump sum payments in the event of death.
5
<PAGE> 9
COMPENSATION OF GANNETT MANAGEMENT
The Executive Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing and administering Gannett's
compensation and stock ownership programs for executive officers. The Committee
is composed entirely of independent outside directors. The following is the
Committee's report on its decisions concerning compensation of executives during
1994:
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
In 1994, the Committee continued to emphasize the important link between
the Company's performance, which benefits its shareholders, and the compensation
of its executive officers.
In making its compensation decisions, the Committee first considered the
Company's performance, as evidenced by increases in earnings per share,
operating income as a percentage of sales, return on equity, stock price and
overall market value, together with management's recommendations and the
Committee's subjective judgment. The Committee also compared the Company's
performance to that of its competitors and concluded that the Company's
performance was superior. The Committee believes that the Company should
compensate its executives better than its competitors in order to continue to
attract and retain the most talented people. (References to "competitors" are to
the companies that constitute the S&P Publishing/Newspaper Index used in the
performance graph on p. 11.)
In making its decisions about compensation and in order to continue its
policy of tying the interests of its senior executives closely with those of the
Company's shareholders, the Committee placed continued emphasis on increasing
key executives' ownership of Gannett Common Stock as a component of their
compensation. The Committee believes that ownership of stock creates a greater
incentive for key executives to manage the Company so as to increase shareholder
value.
The Committee continued the executive share ownership policy which
encourages the five highest-paid officers to own Gannett Common Stock equal to
three times their salary range midpoint and other key executives to own Gannett
Common Stock equal to their salary range midpoint.
COMPENSATION POLICY: PAY FOR PERFORMANCE.
The Company's compensation policy is based on the principle of pay for
performance.
The compensation program for executive officers is composed of three
elements: salaries, annual bonuses under the Company's Executive Incentive Plan,
and long-term incentive stock awards under the Company's 1978 Long-Term
Incentive Plan (the "1978 Plan"). These elements of compensation are designed to
provide incentives to achieve both short-term and long-term objectives and to
reward exceptional performance. Salaries and bonuses result in immediate payout
for performance, while the value of incentive stock awards under the 1978 Plan
depend upon long-term results. The individual elements of compensation provided
by the Company are discussed in detail below.
It is important to note that, while the Committee considers a number of
performance factors relating to the Company and to individual performance in
making individual compensation decisions, the Committee applies its own
subjective good judgment in making final determinations.
6
<PAGE> 10
In 1992, the Committee adopted the following Compensation Policy, which
continues to guide the Committee in making its compensation decisions:
Compensation Policy
The Gannett Board of Directors' Executive Compensation Committee has in
place a compensation program which it believes to be fair to employees and
shareholders and externally competitive and reasonable.
The program is designed to attract, motivate, reward and retain the
broad-based management talent required to achieve corporate objectives and
increase shareholder value. It consists of cash compensation, including
salary and bonus, to reward short-term performance, and long-term stock
awards, including stock incentive rights and stock options, to promote
long-term results.
The Executive Compensation Committee believes that management should
benefit together with shareholders as the Company's stock increases in
value.
To encourage growth in shareholder value, stock options and, except for
certain officers and key executives, stock incentive rights are granted to
key management personnel who are in a position to make a substantial
contribution to the long-term success of the Company. These stock awards
mature and grow in value over time and for that reason represent
compensation which is attributable to service over a period of years. This
focuses attention on managing the Company from the perspective of an owner
with an equity stake in the business.
In making its compensation decisions, compensation comparisons are made
with companies Gannett's size and with companies in news, information and
communications. The Executive Compensation Committee reviews the Company's
and its competitors' earnings to determine where Gannett falls with regard
to the group. The comparison spans one to four years, the same length of
time as stock incentive rights and stock options vest. How the Company
stock has performed over a similar period of time is also reviewed and
taken into account in the overall compensation plan.
A job grading system is used to make equitable grants. At the lower end of
the management ranks more emphasis is placed on cash and stock incentive
rights with the bonus target increasing through the ranks. Options are
given in larger amounts as the job rank increases because these performers
can more directly influence long-term results.
In 1994, in establishing the compensation of executive officers, the
Committee reviewed and applied this Compensation Policy and considered the
performance of executive officers relative to the Company's business objectives
and its competitors' performance. The Company's material business objectives are
performance against budget, product quality and employee development.
The Committee has also reviewed the 1994 executive compensation in light of
the $1 million ceiling on tax deductions for compensation that was enacted in
the Omnibus Budget Reconciliation Act of 1993 (the "1993 Tax Act"). The
Committee has concluded that all of the Company's 1994 compensation expense will
be deductible for federal income tax purposes. The Committee is continuing to
review the 1993 Tax Act and the proposed implementing regulations.
BASE SALARIES: TO ATTRACT AND RETAIN MANAGEMENT TALENT.
Base salaries are designed to help attract and retain key management
talent. They are derived in part from salary range guidelines developed for each
position in accordance with the Company's Compensation Policy.
The salary ranges are periodically reviewed and compared to the salaries
paid for comparable positions by competitors in the S&P Publishing/Newspaper
Index (which is one of the indexes used for comparative purposes in the graph
under the caption "Comparison of Shareholder Return" on p. 11). Companies with
comparable revenues in other industries are also surveyed to ensure that salary
ranges are competitive in the overall marketplace.
7
<PAGE> 11
Other factors used to establish competitive salary ranges include internal
job values as determined by senior management and the state of the economy in
the Company's markets. Since the Company is both larger than and has
outperformed its competitors and because of general compensation practices in
the media industry, the Company has sought to place its salaries generally above
the median for the comparative companies. The salaries for Company executive
officers are primarily in the third quartile of the competitive companies.
In establishing salaries for executive officers, the Committee considered
the Company's performance, individual performance and experience and the chief
executive's recommendations without assigning relative weight to them, though
the most important factor was the Committee members' subjective judgments about
the appropriate level of salary to motivate and reward individual executives.
The salaries for the five highest paid officers of the Company, including the
chief executive officer, are as follows:
<TABLE>
<CAPTION>
NAME 1993 SALARY 1994 SALARY
---- ----------- -----------
<S> <C> <C>
John J. Curley................................ $ 800,000 $ 800,000
Douglas H. McCorkindale....................... 650,000 650,000
Gary L. Watson................................ 420,000 440,000
Cecil L. Walker............................... 320,000 335,000
Thomas Curley................................. 305,000 320,000
</TABLE>
Although it is the Committee's view that salary increases were merited for
Mr. John Curley and Mr. McCorkindale, again in 1994 they refused to accept
increases, as a way to signal fiscal conservatism and cost containment, and the
Committee reluctantly honored their request. Mr. Curley and Mr. McCorkindale
have employment contracts, described more fully on pp. 14 and 15, which provide
for the minimum salary levels listed above but which had no other impact on the
Committee's deliberations.
EXECUTIVE INCENTIVE BONUS PLAN: TO MOTIVATE YEAR-TO-YEAR.
Annual bonuses paid under the Executive Incentive Plan serve to drive
performance, motivate executive officers and reward them for good performance.
Similar to the base salary, the goal of the Executive Incentive Plan is to
reward higher performing operating units and individuals with a greater
percentage of the total bonus fund available. Bonus amounts can be and are quite
volatile. Bonuses are determined by an individual performance rating that is
applied to a potential bonus range established as a percentage of salary.
The bonuses paid to executive officers for services in 1994 were determined
on the basis of individual performance in the areas of profit, product and
people and, depending on the executive's responsibilities, on the performance of
the executive's business unit or the overall performance of the Company. First,
an evaluation of division and operating unit performance was made and the
available bonus fund was allocated among the divisions and operating units.
Then, individual bonus amounts were determined based on performance evaluations
conducted by senior management. The Committee's review of the bonuses was
subjective, based on their knowledge of the Company, their regular contact with
the executives throughout the year and a review of performance, but no relative
ranking of various factors was applied.
In furtherance of the Committee's goal of increasing the ownership of
Gannett Common Stock by key executives, 25% of the bonuses for 1994 were paid to
them in the form of Gannett Common
8
<PAGE> 12
Stock. The pre-tax value of the bonuses awarded to the five highest paid
officers of the Company are as follows:
<TABLE>
<CAPTION>
1993 BONUS 1994 BONUS
------------------------ -------------------------
NAME CASH GCI SHARES CASH GCI SHARES
---- --------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
John J. Curley.................. $ 375,000 2,294 $ 562,500 3,555
Douglas H. McCorkindale......... 337,500 2,064 506,250 3,200
Gary L. Watson.................. 187,500 1,147 217,500 1,375
Cecil L. Walker................. 135,000 825 165,000 1,043
Thomas Curley................... 131,250 803 161,250 1,019
</TABLE>
LONG-TERM STOCK INCENTIVE PLAN: TO PROMOTE LONG-TERM GROWTH.
Long-term stock awards under the 1978 Plan are based upon the performance
of Gannett Common Stock and are designed to align stockholders' and executives'
interests. They are granted to key executives who are in a position to make a
substantial contribution to the long-term success of the Company, in order to
promote the long-term objectives of the Company. These stock awards may grow in
value over time and for that reason represent compensation which is attributed
to service over a period of years.
It is the Committee's view that executive officers should benefit together
with shareholders as the Company's stock increases in value. Stock awards
successfully focus the executives' attention on managing the Company from the
perspective of an owner with an equity stake in the business.
There are two kinds of long-term stock awards: non-qualified stock options
and stock incentive rights ("SIRs"). A non-qualified stock option is the right
to purchase shares of Common Stock of the Company within a fixed period of time
(typically eight years) at the fair market value on the date of grant. Stock
incentive rights are the right to receive shares of Common Stock of the Company
conditioned only on continued employment throughout a specified period
(typically four years).
The Committee decides whether to grant individual long-term stock awards,
and the amount of the awards. Long-term stock awards are based on the grade
level of the executive, after an annual examination of the competitive
marketplace. The Company evaluated the competitive marketplace by examining the
companies included in the performance graph and a Towers Perrin Media Survey
compiled from data for 20 media companies. As is the case with annual bonuses,
the Committee relies in large part on the recommendations of senior management
as to the appropriate level of individual awards to lower level executives.
Long-term awards are not automatically awarded to each executive each year.
Awards are based on past and expected performance as subjectively evaluated by
management in making recommendations and by the Committee in approving them.
Executives who can more directly influence the overall performance of the
Company are the principal recipients of long-term awards.
The following chart shows the number of stock options awarded to the five
highest paid officers of the Company, including the chief executive officer:
<TABLE>
<CAPTION>
1993 1994
NAME OPTIONS OPTIONS
---- -------- --------
<S> <C> <C>
John J. Curley.......................................... 125,000 125,000
Douglas H. McCorkindale................................. 100,000 100,000
Gary L. Watson.......................................... 30,490 25,000
Cecil L. Walker......................................... 13,300 12,000
Thomas Curley........................................... 13,300 12,000
</TABLE>
CHIEF EXECUTIVE OFFICER COMPENSATION:
As it does each year, the Committee thoroughly reviewed the compensation of
John J. Curley, Chairman, President and Chief Executive Officer of the Company
and its most highly compensated officer. In determining Mr. Curley's
compensation, the Committee reviewed the performance of the Company and the
progress of earnings per share, operating income as a percentage of sales,
return
9
<PAGE> 13
on equity, market value and total return. For the 1994 fiscal year, earnings per
share increased 18.8% to $3.23 from $2.72. Operating income as a percentage of
sales increased to 21.3% from 19.6% and return on equity increased to 25% from
21.9%. Despite a strong operating performance, the Company's stock price
decreased 7% to $53.25 from $57.25 at year-end 1993, providing a total return of
- -4.51% when dividends are considered. During the same period, the S&P
Publishing/Newspaper Index provided a total return of -7.62%, while the S&P 500
Index returned 1.32%. Cumulatively, over the last five years, the total return
for Gannett stock was 141%, compared to 116% for the S&P Publishing/Newspaper
Index and 152% for the S&P 500 Index. Each of these factors was subjectively
evaluated by the Committee members without giving particular weight to any one
or more factors.
To assess the competitiveness of Mr. Curley's compensation, the Committee
surveyed the compensation levels of chief executive officers of five
competitors, all of which are included in the S&P Publishing/Newspaper Index,
and of 15 companies with revenues comparable to that of the Company. Mr.
Curley's compensation was above the median for the chief executive officers
surveyed; the Committee decided that the level of Mr. Curley's compensation is
appropriate given the Company's size, its performance and the industries in
which it operates. As a general matter, media industry companies, particularly
broadcasting companies, tend to compensate executives at a higher level than
industrial or commercial enterprises. In particular, the Committee noted that
the Company's revenue is significantly larger than four of the five competitors
surveyed and its net income and earnings per share set new records.
Since becoming Chairman in 1989, Mr. Curley has asked that his cash
compensation (salary and bonus) not be increased, notwithstanding a strong
comparative performance record for the Company. As reported previously, the
Committee believed that Mr. Curley's performance during a difficult economy
warranted an increase in salary and bonus, but the Committee deferred to his
request and did not increase his salary or bonus for the past five years.
As noted above, Mr. Curley made the same request in December 1994 and the
Committee reluctantly agreed not to increase his salary. Despite his request not
to increase his bonus, however, in light of the Company's excellent 1994
results, the Committee decided to increase his bonus to $750,000.
In recognition of Mr. Curley's superior performance and consistent with the
Committee's goal of increasing the ownership of Gannett Common stock by key
officers as discussed above, the Committee awarded Mr. Curley 125,000 stock
options in December 1994, the same as his 1993 award. It is the Committee's view
that the award of these stock options is an effective way of continuing to tie
Mr. Curley's financial interest to that of the Company's shareholders, since the
value of any future compensation from these stock options will be directly
linked to increases in shareholder value. Unless the price of the Company's
stock increases, his stock options will be valueless.
In short, the Committee believes that the Company's performance, Mr.
Curley's performance and the competitive market warrant the compensation package
approved for him.
Executive Compensation Committee
Thomas A. Reynolds, Jr., Chair
Peter B. Clark
Dolores D. Wharton
10
<PAGE> 14
COMPARISON OF SHAREHOLDER RETURN
The following graph compares the performance of the Company's Common Stock
during the period January 1, 1990 to December 31, 1994 with the S&P 500 Index
and the S&P Publishing/Newspaper Index.
The S&P 500 Index includes 500 U.S. companies in the industrial,
transportation, utilities and financial sectors and is weighted by market
capitalization. The S&P Publishing/ Newspaper Index, which also is weighted by
market capitalization, includes Gannett Co., Inc., Dow Jones & Company, Inc.,
Knight-Ridder, Inc., The New York Times Company, The Times Mirror Company, and
Tribune Company.
The graph depicts the results of investing $100 in the Company's Common
Stock, the S&P 500 Index and the S&P Publishing/Newspaper Index at closing
prices on December 31, 1989. It assumes that dividends were reinvested quarterly
with respect to the Company's Common Stock and monthly with respect to the S&P
500 Index and the S&P Publishing/ Newspaper Index.
[GRAPH]
<TABLE>
<CAPTION>
S&P Publish-
Measurement Period Gannett Co., ing/Newspaper S&P 500 In-
(Fiscal Year Covered) Inc. Index dex
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 85.88 80.14 96.89
1991 111.44 97.04 126.42
1992 127.70 108.51 136.05
1993 147.72 125.68 149.76
1994 141.07 116.11 151.74
</TABLE>
11
<PAGE> 15
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation paid to the CEO and
the four most highly compensated executive officers of the Company, for services
rendered to the Company and its subsidiaries over the past three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- AWARDS(3)
OTHER -------------------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING COMPEN-
NAME AND SALARY BONUS(1) SATION(2) AWARDS(4) OPTIONS SATION(5)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- ---------------------------------- ---- ------ -------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Curley.................... 1994 800,000 750,000 14,737 0 125,000 42,375
(Chairman, President & CEO) 1993 800,000 500,000 8,866 0 125,000 42,586
1992 800,000 500,000 9,980 616,500 100,000 42,014
537,000 75,000
Douglas H. McCorkindale........... 1994 650,000 675,000 19,681 0 100,000 43,449
(Vice Chairman & Chief Financial 1993 650,000 450,000 8,828 0 100,000 44,066
& Administrative Officer) 1992 650,000 450,000 15,083 411,000 75,000 41,509
358,000 50,000
Gary L. Watson.................... 1994 440,000 290,000 16,878 0 25,000 28,845
(President/Newspaper Division) 1993 420,000 250,000 8,179 0 30,490 29,627
1992 400,000 210,000 7,542 154,125 21,000 27,261
134,250 17,500
Cecil L. Walker................... 1994 335,000 220,000 5,760 0 12,000 21,672
(President/Broadcasting Division) 1993 320,000 180,000 4,817 0 13,300 21,740
1992 305,000 150,000 4,824 77,063 8,000 20,136
67,125 7,500
Thomas Curley(6).................. 1994 320,000 215,000 5,760 0 12,000 12,468
(President & Publisher 1993 305,000 175,000 3,600 0 13,300 13,476
USA TODAY) 1992 290,000 140,000 3,600 61,650 5,500 12,385
53,700 5,000
</TABLE>
- ------------
(1) Bonus awards may be in the form of cash, deferred cash or shares of Gannett
Common Stock. In 1993 and 1994, bonuses to executive officers were paid 25%
in Gannett Common Stock and 75% in cash.
(2) This column includes (a) amounts paid by the Company under the Medical
Reimbursement Plan and (b) amounts paid in cash to reimburse the five named
officers for the tax impact of certain perquisites.
(3) Under the Company's 1978 Executive Long-Term Incentive Plan, stock awards in
the form of stock options, performance bonus units, option surrender rights
and stock incentive rights ("SIRs") may be granted to key management
personnel who are in a position to make a substantial contribution to the
long-term success of the Company. Prior to December 1992, the Company's
Executive Compensation Committee made annual awards of SIRs and stock
options effective at the beginning of the fiscal year. In December 1992, the
Committee changed that practice and began making annual awards effective at
the end of the fiscal year for the succeeding year. This change resulted in
two awards in fiscal 1992, one made at the beginning of the year, for 1992,
and one made at the end of the year, for 1993. This represented a timing
matter only and did not result in the payment of double long-term awards.
Consistent with that practice, the annual long-term award for 1995 was made
at the end of the 1994 fiscal year and the annual long-term award for 1996
will be made at the end of the 1995 fiscal year.
(4) Reported in this column are SIRs awarded to the five named officers and
valued at the market price of the underlying stock on the date of grant.
SIRs are rights to receive shares of Common Stock, without any payment to
the Company, conditioned only on continued employment throughout a specified
period, typically four years. During the incentive period, the holder of
SIRs is entitled to receive from the Company cash payments equal to the cash
dividend the Company would have paid to such holder had he or she owned the
shares of Common Stock issuable under the SIRs. In 1993, the Company
discontinued the award of SIRs to the named officers and adjusted the award
of stock options. The five named officers respectively held in the aggregate
the following SIRs which were valued at the end of the 1994 fiscal year as
follows: John Curley--24,000 shares valued at $1,272,000; Mr.
McCorkindale--16,000 shares valued at $848,000; Mr. Watson--6,000 shares
valued at $318,000; Mr. Walker--3,000 shares valued at $159,000; and Thomas
Curley--2,400 shares valued at $127,200.
12
<PAGE> 16
(5) This column includes the full amount of the annual premiums paid by the
Company on life insurance policies which are individually owned by the five
named officers, as follows: John Curley--$40,937; Mr. McCorkindale--$41,987;
Mr. Watson--$27,383; Mr. Walker--$20,193; and Thomas Curley--$11,010. The
column also includes the fair market value of Gannett Common Stock received
by each of the five named officers as matching contributions from the
Company under its 401(k) plan. The individual values of these matching
contributions are as follows: John Curley-- $1,438; Mr.
McCorkindale--$1,462; Mr. Watson--$1,462; Mr. Walker--$1,479; and Thomas
Curley--$1,458.
(6) Thomas Curley and John Curley are brothers.
OPTION GRANT TABLE
The following Option Grant Table includes columns designated "Potential
Realizable Value." The calculations in those columns are based on hypothetical
5% and 10% growth assumptions proposed by the Securities and Exchange
Commission. There is no way to anticipate what the actual growth rate of the
Company's stock will be.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS EXERCISE APPRECIATION
OPTIONS GRANTED TO OR BASE FOR OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION ------------------------
NAME (#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------- ---------- -------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John J. Curley........... 125,000 17.17 $47.25 12/13/02 2,819,971 6,754,321
Douglas H. McCorkindale.. 100,000 13.74 $47.25 12/13/02 2,255,977 5,403,457
Gary L. Watson........... 25,000 3.43 $47.25 12/13/02 563,994 1,350,864
Cecil L. Walker.......... 12,000 1.64 $47.25 12/13/02 270,717 648,415
Thomas Curley............ 12,000 1.64 $47.25 12/13/02 270,717 648,415
</TABLE>
The total potential gain for all five named executives over the eight-year
term of the stock options would be one-fifth of one percent of the total gain in
the Company's stock value. If the stock value were to appreciate 5% over the
eight-year term of the options, the value of all shares owned by the Company's
shareholders would grow from $6.60 billion to $9.75 billion, a gain of $3.15
billion. If it were to appreciate 10%, the value of all outstanding shares would
grow from $6.60 billion to $14.15 billion, a gain of $7.55 billion.
(1) Reported in this table are stock options awarded to the five named officers.
Pursuant to the 1978 Executive Long-Term Incentive Plan, stock options vest
in 25% increments each year after the date of grant. Accordingly, 25% of an
award of stock options made in the last fiscal year may be exercised on
December 13, 1995, 50% on December 13, 1996, and 75% on December 13, 1997.
On December 13, 1998, the stock options awarded last year become exercisable
in full. For each stock option granted last year, an option surrender right
("OSR") was granted in tandem. In the event of a change in control of the
Company, the holder of an OSR has the right to receive the difference
between the exercise price of the accompanying stock option and the fair
market value of the underlying stock at the time of the exercise of the OSR.
Upon the exercise of an OSR or a stock option, the accompanying stock option
or OSR (as the case may be) is automatically cancelled.
As of December 25, 1994, 2,261,935 shares of Gannett Common Stock were
available for grants under the 1978 Executive Long-Term Incentive Plan. As of
that date, there were 3,521,874 options outstanding with an average exercise
price of $46.29. The expiration date ranges from December 28, 1995 to December
13, 2002.
13
<PAGE> 17
STOCK OPTION TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END
SHARES (#) ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John J. Curley..... 0 N/A 333,750 321,250 3,663,750 1,362,500
Douglas H.
McCorkindale..... 0 N/A 192,500 245,000 1,858,438 968,750
Gary L. Watson..... 0 N/A 57,622 72,368 493,781 321,594
Cecil L. Walker.... 0 N/A 22,925 31,975 180,219 144,406
Thomas Curley...... 0 N/A 33,035 28,975 396,244 123,625
</TABLE>
EMPLOYMENT CONTRACTS, RETIREMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Company has a Transitional Compensation Plan (the "Plan") which
provides termination benefits to key executives of the Company and its
subsidiaries who are actually or constructively terminated without cause within
two years following a change in control of the Company. Participants who elect
to terminate their employment during the 30-day period following the first
anniversary of the change in control will also qualify for benefits under the
Plan. A participant entitled to compensation under the Plan will receive (i) all
amounts to which the participant is entitled through the date of termination
under any compensation arrangement or benefit plan; (ii) a severance payment
which will equal two to three years' salary and bonus compensation, depending on
years of prior service; (iii) life insurance and medical benefits for the same
period; (iv) the extra retirement plan benefits a participant would have
received had his or her employment continued for such two-to-three-year period;
and (v) an amount that, after income and additional excise taxes, will equal the
amount of any excise tax imposed on the severance payment by Section 4999 of the
Internal Revenue Code of 1986. All executive officers included in the
Compensation Tables are covered by the Plan.
The Company has a contract with Mr. John Curley that provides for his
employment as Chairman, President and Chief Executive Officer, or in such other
senior executive position as mutually agreed upon, until the earlier of his
normal retirement date or four years after notice of termination. During the
period of his employment, Mr. Curley will receive an annual salary of $800,000
per annum or such greater amount as the Board of Directors shall determine and
an annual bonus if the Board of Directors so determines. In the event that Mr.
Curley's employment is terminated without cause, he shall be entitled to receive
his annual salary for the balance of the term, subject to his fulfilling certain
specified obligations. The contract also allows Mr. Curley to terminate his
employment with the Company if there has been a change in control of the
Company, as defined in detail in the contract. In the event that, within 24
months after a change in control, he elects to terminate his employment or in
the event his employment is terminated by the Company for other than cause
during that period, he will be entitled to the following: (i) continued payment
through the contract term of his salary at the higher of the annual rate in
effect on the date of the change in control, or the rate in effect on the date
his employment is terminated; (ii) continued payment for the period through the
contract term of an annual bonus at a rate equal to the highest annual bonus
paid to him with respect to the three years preceding termination; (iii)
continuation of insurance and similar benefits; (iv) payment on a monthly basis
of a supplemental retirement benefit to make up the difference between his
actual payments under the Company's retirement plans and the payments that would
have been made under the plans if he had remained an employee through the
contract term; (v) any Performance Units and Stock Incentive Rights
14
<PAGE> 18
previously awarded to Mr. Curley under the 1978 Executive Long-Term Incentive
Plan (the "1978 Plan") shall be deemed to have been earned by him; (vi) to the
extent permissible under the 1978 Plan or other applicable plans, he also shall
be entitled immediately to exercise in full, or to surrender and receive the
value of, all stock options or related alternate appreciation rights under those
plans; and (vii) receipt of a "gross-up" payment with respect to income and
excise taxes payable by Mr. Curley as a result of the foregoing benefits. The
post-employment benefits and payments described in this paragraph are in
addition to Mr. Curley's benefits under the Gannett Retirement Plan and Gannett
Supplemental Retirement Plan. The tax laws deny an income tax deduction to a
company for payments that are contingent upon a change in control if those
payments have a present value of over 300% of the employee's average
compensation for the last five years and are made pursuant to an agreement, like
the employment agreements described in this Proxy Statement, entered into after
June 14, 1984. Senior company executives, including Mr. Curley, are participants
in the Company's Transitional Compensation Plan described above. This plan
provides benefits in the event of a change in control comparable to those under
Mr. Curley's employment agreement. Mr. Curley's participation in that plan would
continue after the expiration of his employment contract.
The Company has a contract with Mr. McCorkindale that provides for his
employment as Vice Chairman and Chief Financial and Administrative Officer or in
such other senior executive position as mutually agreed upon, until the earlier
of his normal retirement date or four years after notice of termination. During
the period of his employment, Mr. McCorkindale will receive an annual salary of
$650,000 or such greater amount as the Board of Directors shall determine and an
annual bonus if the Board of Directors so determines. In the event that Mr.
McCorkindale's employment is terminated without cause, he shall be entitled to
receive his annual salary for the balance of the term, subject to his fulfilling
certain specified obligations. His contract also provides for arrangements in
the event of a change in control of the Company comparable to those described in
the preceding paragraph. Mr. McCorkindale also is a participant in the Company's
Transitional Compensation Plan discussed above.
In the event of a change in control of the Company, as defined in the 1978
Plan, options and alternate rights will be immediately exercisable in full and
stock incentive rights will be deemed to have been earned by Plan participants.
In addition, the 1978 Plan provides for option surrender rights to be granted in
tandem with stock options. In the event of a change in control, option surrender
rights permit the employee to receive a payment equal to 100% of the spread
between the option exercise price and the highest price paid in connection with
the change in control. If option surrender rights are exercised, the related
options and performance units are cancelled.
Effective July 1, 1994, Gannett Broadcasting Group assumed ownership from
Post-Newsweek Stations, Inc. of "Inside Washington," a weekly half-hour public
affairs program produced by W*USA-TV, the Company's Washington, D.C.-based
television station. In connection with this program, Gannett Broadcasting also
assumed all obligations under an agreement with CTR Productions, Inc. which
provides the services of Carl Rowan as a news and public affairs analyst and
commentator for the program. Mr. Rowan, a director of the Company, is majority
shareholder of CTR Productions, Inc. The agreement extends through December 31,
1996, and it provides for annual compensation of $114,000 and $123,000,
respectively, during 1995 and 1996.
PENSION PLANS
The Company has the Gannett Retirement Plan, a defined benefit pension plan
in which its officers participate and which is qualified under Section 401 of
the Internal Revenue Code, and the Gannett Supplemental Retirement Plan, an
unfunded, nonqualified plan. The annual pension benefit under the plans, taken
together, is largely determined by the number of years of employment multiplied
by a percentage of the participant's final average earnings (during the highest
five consecutive years). The Internal Revenue Code places certain limitations on
the amount of pension
15
<PAGE> 19
benefits that may be paid under qualified plans. Any benefits payable in excess
of those limitations will be paid under the Gannett Supplemental Retirement
Plan.
The table below may be used to calculate the approximate annual benefits
payable at retirement at age 65 under the Gannett Retirement Plan and the
Gannett Supplemental Retirement Plan to individuals in specified remuneration
and years-of-service classifications (subject to a reduction equal to 50% of the
Social Security Primary Insurance Amount payable).
PENSION TABLE
<TABLE>
<CAPTION>
FINAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
AVERAGE OF CREDITED OF CREDITED OF CREDITED OF CREDITED OF CREDITED
EARNINGS SERVICE SERVICE SERVICE SERVICE SERVICE
- --------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
400,000 120,000 160,000 200,000 214,000 228,000
500,000 150,000 200,000 250,000 267,500 285,000
600,000 180,000 240,000 300,000 321,000 342,000
700,000 210,000 280,000 350,000 374,500 399,000
800,000 240,000 320,000 400,000 428,000 456,000
900,000 270,000 360,000 450,000 481,500 513,000
1,000,000 300,000 400,000 500,000 535,000 570,000
1,500,000 450,000 600,000 750,000 802,500 855,000
</TABLE>
The compensation included in the Compensation Tables under salary and
bonuses qualifies as remuneration for purposes of the Gannett Retirement Plan
and the Gannett Supplemental Retirement Plan. The credited years of service as
of the end of the last fiscal year for the five executive officers named in the
Compensation Tables are as follows: John Curley--25, Mr. McCorkindale-- 23, Mr.
Watson--25, Mr. Walker--22, and Thomas Curley--22.
PROPOSAL 2--ELECTION OF INDEPENDENT AUDITORS
The Company's independent auditors are Price Waterhouse, independent
accountants. At the Annual Meeting, the shareholders will consider and vote upon
a proposal to elect independent auditors for the Company's fiscal year ending
December 31, 1995. The Audit Committee of the Board of Directors has recommended
that Price Waterhouse be re-elected as independent auditors for that year. The
Board of Directors unanimously recommends that shareholders vote FOR this
proposal. Proxies solicited by the Board of Directors will be voted FOR the
foregoing unless otherwise indicated.
Representatives of Price Waterhouse will be present at the Annual Meeting
to make a statement, if they wish, and to respond to appropriate questions from
shareholders.
PRINCIPAL HOLDERS OF COMMON STOCK
As of March 3, 1995, the only person or group known to the Company to be
the beneficial owner of more than 5% of the outstanding shares of Gannett Common
Stock was The Capital Group Companies, Inc., 333 South Hope Street, Los Angeles,
California 90071. As of December 31, 1994, The Capital Group Companies, Inc.,
through five operating subsidiaries, exercised investment discretion over
various institutional accounts which held 7,867,600 shares of Gannett Common
Stock, which then constituted 5.63% of the total outstanding shares.
In February, 1995, The Capital Group Companies, Inc. filed a report with
the Securities and Exchange Commission indicating that the shares were held
solely for investment purposes in the ordinary course of business and not for
the purpose or effect of changing or influencing control of the Company.
16
<PAGE> 20
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any matter for action at the Annual Meeting other than as set
forth in the Notice of Annual Meeting. If any other matters properly come before
the meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.
In order to be eligible for inclusion in the proxy materials for the
Company's 1996 Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's principal executive
offices by November 18, 1995.
The cost of the solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, certain of the officers and
employees of the Company, without extra remuneration, may solicit proxies
personally or by telephone, telegraph or cable. The Company will also request
brokerage houses, nominees, custodians and fiduciaries to forward soliciting
materials to the beneficial owners of stock held of record and will reimburse
such persons for forwarding such materials. In addition, Georgeson & Company,
Inc., New York, New York, has been retained to aid in the solicitation of
proxies at a fee of $10,000, plus out of pocket expenses.
Copies of the 1994 Annual Report have been mailed to shareholders.
Additional copies may be obtained from the Secretary, Gannett Co., Inc., 1100
Wilson Boulevard, Arlington, Virginia 22234.
March 17, 1995
17
<PAGE> 21
GANNETT CO., INC.
P
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
ANNUAL MEETING OF SHAREHOLDERS--MAY 2, 1995
O
X The undersigned hereby appoints John J. Curley and Douglas H.
McCorkindale or either of them, attorneys and proxies each with power
Y of substitution to represent the undersigned at the Annual Meeting of
Sharehoders of the Company, to be held on May 2, 1995 and at any
adjournment or adjournments thereof, with all the power that the
undersigned would possess if personally present, and to vote all
shares of stock that the undersigend may be entitled to vote at said
meeting, as designated on the reverse, and in accordance with their
best judgement in connection with such other business as may come
before the meeting.
Nominees for Directors: Andrew F. Brimmer, Stuart T.K. Ho,
Douglas H. McCorkindale, Rollan D. Melton
Please cast your votes on the reverse side. The Board of
Directors recommends a vote FOR Proposals 1 and 2. To vote in
accordance with the Board of Directors' recommendations just sign the
reverse side; no boxes need to be checked. Unless marked otherwise,
this proxy will be voted in acordance with the Board of Directors'
recommendations.
----------------
SEE REVERSE SIDE
----------------
<PAGE> 22
(continued from reverse side)
THE BOARD RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
1. ELECTION OF DIRECTORS: VOTE FOR all nominees except those I have listed
below: / / VOTE WITHHELD from all nominees: / /
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2. PROPOSAL TO ELECT Price Waterhouse as the Company's Auditors.
/ / FOR / / AGAINST / / ABSTAIN
I plan to attend the meeting / /
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
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SIGNATURE(S) DATE
