Sector: Communication
USA TODAY INC · Meeting: June 1, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Director Nominees to Serve Until the 2027 Annual Meeting of Stockholders
Reed has served as CEO and director since 2013; the stock's 3-year return of +283.5% outperforms the XLC sector ETF by +174.9 percentage points, far exceeding the 65-point threshold required to trigger a vote against, so no TSR concern applies, and no overboarding, attendance, or independence issues are present.
Sheehan has served since 2013 and is independent; the company's strong TSR outperformance versus XLC eliminates any TSR trigger, he serves as chair of a public company board (Dave & Buster's) which does not constitute overboarding as a non-executive director, all attendance requirements are met, and he brings confirmed financial expertise as a CPA and former CFO.
Al-Emam joined in June 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she has relevant digital media and technology experience, no overboarding concerns, and all attendance requirements are met.
Janulis has served since 2014 and is independent; the company's 3-year TSR of +283.5% outperforms XLC by +174.9 percentage points, well above the 65-point trigger threshold, so no TSR concern applies, and no overboarding, attendance, or independence issues are present.
Louis has served since 2019 and is independent; strong stock outperformance eliminates any TSR trigger, his outside board seats at The Olayan Group, S.C. Johnson, and Net Purpose are private entities that do not count toward the public-company overboarding threshold, and all attendance requirements are met.
Reinhard has served since April 2022 and is independent; the company's strong TSR outperformance versus XLC eliminates any TSR trigger, she holds no overboarding-level outside public board seats, and all attendance requirements are met.
Sandler has served since 2019 and is independent; strong stock outperformance eliminates any TSR trigger, and while she serves on three public company boards (Keurig Dr Pepper, Dollar General, Archer-Daniels-Midland) plus this board for a total of four public board seats, the policy threshold for non-executive directors is four or more seats, which she exactly reaches — this is flagged as a borderline concern but does not automatically trigger a No vote under the policy's stated threshold of 'four or more.'
Wall has served since 2019 and is independent; the company's strong TSR outperformance versus XLC eliminates any TSR trigger, no overboarding concerns exist, and all attendance requirements are met.
All eight nominees pass the key policy screens: the company's 3-year price return of +283.5% outperforms the XLC sector ETF benchmark by +174.9 percentage points, far exceeding the 65-point threshold required to trigger any TSR-based vote against, so no director faces a performance-related concern; no nominee is overboarded beyond policy limits (Sandler reaches exactly four public board seats, which is noted as borderline); the new-director exemption applies to Al-Emam (joined June 2024); all directors attended at least 75% of meetings; audit and compensation committees are composed entirely of independent directors; and financial expertise on the audit committee is confirmed. FOR on all eight nominees.
CEO
Michael E. Reed
Total Comp
$4,085,499
Prior Support
95%%
The prior year say-on-pay vote received approximately 95% support, well above the 70% threshold that would require visible changes. The CEO's total compensation of $4,085,499 is within a reasonable range for a CEO at a $1.1 billion market-cap media company, and pay mix is appropriately weighted toward variable components including a performance cash plan tied to Adjusted EBITDA, digital revenues, and free cash flow, plus time-vesting restricted stock units, with fixed salary representing approximately 22% of total compensation. The company has meaningful clawback policies in place, and annual bonus payouts for 2025 came in below target (the CEO received approximately 51% of his target bonus) reflecting genuine pay-for-performance discipline given that most financial metrics missed their targets.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$3,637,646
Non-Audit Fees
$276,614
Non-audit fees (audit-related fees of $274,250 plus all other fees of $2,364, totaling $276,614) represent approximately 7.6% of audit fees of $3,637,646, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire and we vote FOR per policy; no material financial restatements are disclosed; and Grant Thornton is a large national firm appropriate for a $1.1 billion market-cap company.
2 proposals submitted by shareholders
Proposal 4
Switching from plurality voting to majority voting in uncontested director elections is a well-established governance best practice that gives shareholders meaningful ability to reject individual directors who fail to earn majority support — under the current plurality system, a director can be elected with even a single vote. This is a board-initiated governance improvement proposal, not an ideological or special-interest submission, and it is straightforwardly in shareholders' interests. The board has demonstrated persistent commitment by submitting this proposal for six consecutive years despite it failing to reach the required 80% threshold, and has also committed to adding a director resignation policy if it passes.
Proposal 5
Supermajority voting requirements — which currently require 80% of all outstanding shares to amend key charter and bylaw provisions, remove directors, or fill board vacancies — are widely recognized as anti-shareholder entrenchment devices that make it nearly impossible for shareholders to enact governance changes without near-unanimous support. Eliminating these barriers and replacing them with a simple majority vote standard directly improves shareholder democracy and is consistent with mainstream governance practice. All three sub-proposals (5A covering charter amendments, 5B covering bylaw amendments, and 5C covering director removal and vacancy filling) represent clear improvements from the current baseline and should be supported.
The 2026 USA TODAY Co. annual meeting ballot is clean across all standard proposals: all eight director nominees pass TSR, overboarding, attendance, and independence screens given the stock's exceptional three-year outperformance of the XLC sector ETF; the auditor ratification is straightforward with non-audit fees well below the independence threshold; and the say-on-pay program reflects genuine pay-for-performance discipline with 95% prior-year support. The governance proposals (Proposals 4 and 5A–5C) are board-initiated improvements that would replace supermajority voting thresholds with majority standards and introduce majority voting in director elections — all four are pro-shareholder governance changes that warrant support.
