USA Today Co Inc

This non-binding advisory proposal asks stockholders to approve the compensation paid to the named executive officers as detailed in the proxy statement. Management is seeking endorsement to validate its pay decisions and to signal alignment between executive incentives and the Company’s strategic goals, including digital revenue growth, Total Adjusted EBITDA and Free Cash Flow. The Compensation Committee reports it uses market data, structured annual incentives, and multi-year performance-based cash performance units (CPUs) and RSUs to align pay with performance and long-term stockholder value. The Board emphasizes that the say-on-pay vote is advisory, but that the Compensation Committee considers the vote results when setting future compensation. The proposal appears in the context of a high prior-year approval (~95% support in 2025) and continued emphasis on pay-for-performance metrics, recoupment policies, and stock ownership guidelines. A vote FOR supports management's current compensation framework; a vote AGAINST would be an expression of stockholder dissatisfaction but would not directly change pay arrangements. The Board recommends FOR because it believes the programs incentivize management to execute strategic priorities while maintaining governance safeguards such as clawbacks and performance-based vesting. The advisory nature means the Committee retains discretion to modify plans, but will consider stockholder feedback in future design and decisions.

This proposal seeks stockholder approval to change the voting standard for uncontested director elections from plurality to majority of votes cast. Management frames the change as a governance best practice intended to enhance stockholder democracy and increase board accountability; the Company notes it previously presented the change multiple times and received substantial but insufficient support under the current supermajority thresholds. Implementing majority voting would require nominees in uncontested elections to receive more 'for' than 'against' votes to be elected, while contested elections would remain plurality-based. The Board has also approved, conditioned on passage, a resignation policy whereby nominees who fail to receive a majority would submit resignations for Board consideration, creating a mechanism to address holdover directors. The proposal requires an unusually high 80% affirmative vote under the Company's existing provisions; management continues to re-present the amendment because prior votes showed strong but sub-80% stockholder backing. Adoption would align the Company with common governance practice and may strengthen investor confidence, potentially influencing director accountability and future nominee assessments. The Board recommends FOR, arguing the change is in stockholders' best interests and consistent with the Company's stated commitment to governance improvements.

Proposal No. 5 is presented as three separate but related management proposals (5A, 5B and 5C) that would replace existing supermajority voting requirements in the Company’s Charter and Bylaws with majority-vote standards. Management argues these changes remove entrenched governance barriers and align the Company with prevailing corporate governance practices, enabling stockholders or the Board to adopt amendments and remove or fill directors by majority rather than 80% thresholds. The filings state these proposals were previously presented at multiple annual meetings and received significant but sub-supermajority support; the Board is again soliciting approval to enhance stockholder democracy and Board accountability. If approved, the specific legal text changes in Appendices C–E would become effective upon filing amendments (for Charter changes) and upon vote (for Bylaw changes), streamlining the mechanics for future governance amendments. The Board emphasizes that the amendments would not change other rights of holders of any outstanding Preferred Stock and that certain processes (e.g., contested elections) remain governed by existing procedures. Because each sub-proposal requires an 80% affirmative vote under current provisions to enact, management stresses the importance of broad participation and pro-stockholder voting to effect the changes. The Board recommends FOR each sub-proposal on the grounds that majority voting thresholds better reflect stockholder will and facilitate responsive governance.

Proposal 5A would eliminate the Charter's existing 80% supermajority requirement for amendments and replace it with the default Delaware majority standard, allowing future Charter amendments to be approved by holders of a majority of voting power. The Board presents this change as necessary to remove an unusually high voting threshold that can hinder stockholder-driven governance actions and to align the Company's governance framework with market norms. The amendment is narrowly focused on the mechanics of how the Charter is amended rather than changing substantive rights of stockholders or holders of Preferred Stock. Management cites prior stockholder support for similar changes at past meetings but notes those votes fell short of the current supermajority requirement; the Company is again seeking approval to implement the change. If approved, the Company intends to file a Certificate of Amendment with the Delaware Secretary of State to effect the Charter change. The Board recommends FOR because it believes majority approval is more consistent with stockholder democracy while maintaining appropriate corporate safeguards.

Proposal 5B seeks to remove heightened shareholder thresholds for bylaw amendments and replace them with a standard majority approval either by holders of a majority of voting power or by a majority of the Entire Board. Management argues this change restores balance between board and stockholder authority, simplifies the amendment process, and aligns the Company with common governance practices. The change would also convert certain provisions that currently require 80% approval into matters that the Board or a simple majority of shareholders could amend, thereby reducing structural barriers to governance updates. The Board notes that previous attempts to remove supermajority provisions received substantial support but did not reach the 80% threshold, motivating a renewed proposal. Adoption would make it easier to update governance documents in response to evolving law, listing rules, or stockholder requests, while preserving notice requirements and other procedural safeguards. The Board recommends FOR because it believes a majority standard better reflects stockholder interests and enables more responsive governance.

Proposal 5C would lower the existing 80% supermajority thresholds for removal of directors and for filling vacancies resulting from the removal of the entire Board to a simple majority. Management contends that the change increases board accountability and removes an unusually high barrier to effectuate governance changes favored by a majority of shareholders. The amendment covers both Charter provisions and parallel Bylaw sections, addressing removal for cause and the mechanics for filling resulting vacancies. The Company highlights past stockholder votes that showed strong support for removing supermajority provisions but fell short of the 80% requirement, motivating a renewed vote. If approved, the provisions would allow shareholders holding a majority of voting power to remove directors and fill resulting vacancies, subject to any rights of Preferred Stock holders. The Board recommends FOR, asserting the change aligns corporate governance with market practice and better empowers the stockholder base to effect leadership changes when warranted.

This catch-all proposal authorizes the named proxy holders to vote at their discretion on any additional matters that properly come before the Annual Meeting that were not specifically described in the proxy materials. Management includes this typical delegation to ensure that shareholder proxies can respond to unforeseen or procedural items without requiring additional solicitation. The Board recommends FOR because it ensures that the Company can address any incidental or procedural business that might arise at the meeting in a timely manner. Voting FOR does not bind the Board to a specific outcome on substantive matters but allows proxies to act in the best interests of the Company and its stockholders. A vote AGAINST could limit the Board's flexibility to handle unexpected issues efficiently. Broker non-votes do not apply to this matter in the same way as other non-routine proposals, and usual quorum and tabulation rules apply. The Company indicates no specific other business is known to be proposed as of the date of the proxy statement.