Gannett Shareholders Defeat Bid To Create Independent Chairman

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Gannett Co., the largest newspaper publisher in the U.S., on Tuesday said shareholders defeated a proposal calling for an independent chairman but backed a bid to elect all board members each year.

Also Tuesday, shareholders re-elected three board members. Additionally, Gannett gave its chief financial officer, Gracia Martore, the title of executive vice president in exchange for her senior vice president post.

Only about 46 percent of votes cast Tuesday were in favor of the shareholder proposal calling for an independent board chairman who has not served as an executive at the company. Gannett chairman Douglas McCorkindale previously served as the company’s chief executive and president.

Gannett argued against the measure, saying all but two of the board’s 10 members are independent and each of the board’s audit, executive compensation and nominating and public responsibility committees are composed entirely of independent directors.

A second shareholder proposal called for the election of all directors annually, on the grounds that such a move would make directors more accountable to shareholders. About 79 percent of shares voted Tuesday backed the proposal.

The company now has a system which divides the directors into three classes, and each class serves three-year terms. Shareholders vote for election of one class of directors each year.

Gannett advised against the proposal, arguing that the current system promotes stability and continuity, along with reducing the company’s vulnerability to takeover attempts.

The proposal needs board ratification before going into effect.

The directors re-elected to serve three-year terms were Marjorie Magner, Duncan M. McFarland and Karen Hastie Williams.

Magner, 56, is a retired chairman and chief executive of Citigroup’s global consumer group. McFarland, 62, has been a director for about two years and retired from Wellington Management Co., where he served as chairman and chief executive. Williams, 61, has served as a director since 1997. She is a retired partner at the law firm of Crowell & Moring, Washington, D.C.

In trading Tuesday, Gannett shares hit a 52-week low of $55.40, topping the previous low of $55.90 set Monday. The year high of $78.34 came in April 2005.

Gannett shares were recently down 5 cents to $55.95 in New York Stock Exchange trading.

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