DEF: USA TODAY Co. 2026 Annual Meeting Proxy Statement

USA TODAY Co. announces its 2026 Annual Meeting of Stockholders, focusing on governance reforms and director elections.

Summary

• The 2026 Annual Meeting of Stockholders is scheduled for June 1, 2026, via a virtual platform.
• The company rebranded from Gannett Co., Inc. to USA TODAY Co., Inc. in November 2025.
• Total 2025 revenue was $2.3 billion, with digital revenue accounting for 46% ($1.1 billion).
• Total Adjusted EBITDA for 2025 was $263.0 million.
• The Board is proposing several governance changes, including implementing majority voting for director elections and eliminating supermajority voting requirements.
• The Board recommends voting 'FOR' all eight director nominees and all management proposals.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing; while the company is making necessary governance improvements and rebranding, the underlying financial performance missed key internal targets for 2025.

Positives

• Digital revenue grew to 46% of total revenue, reaching $1.1 billion in 2025.
• The company successfully completed a major brand transition to USA TODAY Co., Inc.
• Strong stockholder support for executive compensation, with 95% approval at the 2025 annual meeting.
• Proactive commitment to corporate governance reforms, including the re-introduction of proposals to increase stockholder democracy.

Negatives

• Total Adjusted EBITDA of $263.0 million fell short of the 2025 target of $280.0 million.
• Free cash flow of $64.2 million was below the 2025 target of $93.3 million.
• Digital-only paid subscriptions reached 1.4 million, missing the 2.1 million target.
• LocaliQ revenue of $448.3 million missed the $495.9 million target.
• Governance proposals to eliminate supermajority voting have failed to reach the 80% approval threshold in previous years.

Risks

• Failure to achieve the 80% supermajority vote required for proposed governance amendments.
• Continued reliance on print revenues, which totaled $1.0 billion in 2025.
• Potential for cybersecurity threats and incidents impacting operations.
• Risks associated with the integration of artificial intelligence into business workflows.
• Dependence on the successful execution of digital transformation strategies to offset print declines.

Future Outlook

The company remains focused on its digital-first strategy, aiming to expand reach, diversify digital revenue streams, and strengthen its capital structure through modernized technology and data capabilities.

Management Comments

• 2025 represented an important year of progress for the Company, marked by our rebranding to USA TODAY Co., Inc.
• We are committed to promoting good governance and are again including proposals to remove supermajority voting provisions on our ballot.
• Our strategy is rooted in three operating pillars: expanding reach, diversifying digital revenues, and strengthening our capital structure.

Industry Context

StockSavvy.ai notes that the company is navigating a challenging secular decline in traditional print media by aggressively pivoting toward digital marketing solutions and subscription-based models, a trend common among legacy newspaper publishers.

Comparison to Industry Standards

• The company's digital revenue mix (46%) is consistent with industry peers attempting to transition from print-heavy models.
• The governance proposals align with current institutional investor expectations for increased board accountability and the elimination of legacy supermajority voting structures.

Management Changes

Corporate Governance

Legal Proceedings

• The company is involved in litigation with Google, as noted in the reconciliation of non-GAAP financial measures.

Related Party Transactions

• None disclosed for the period since January 1, 2025.

Stakeholder Impact

• Shareholders are encouraged to vote on governance reforms that could increase their influence.
• Employees are central to the company's digital transformation and culture-building initiatives.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on June 1, 2026.
• Seek 80% supermajority approval for governance amendments.
• Continue execution of digital-first strategy and debt repayment.

Key Dates

Recommendation

The company is in a difficult transition phase with missed financial targets, though the proposed governance reforms are positive for long-term shareholder rights.

Keywords

USA TODAY Co., TDAY, Proxy Statement, Corporate Governance, Digital Transformation, Media, Executive Compensation