Carl Icahn Withdraws Gannett Director Nominations

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USA Today publisher Gannett Co Inc said it had reached an agreement with Carl Icahn resulting in the activist investor withdrawing his nominations to the company's board.

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Icahn, who owns about 6.6 percent of Gannett, nominated two directors in January, saying he was concerned about decisions the company may make in anticipation of the proposed spinoff of its print operations from its TV and digital properties.

Gannett said on Monday that directors of the new publishing company would be elected annually and special meetings could be called only by investors holding at least 20 percent of the company.

Icahn has agreed not to nominate directors or present stockholder proposals for consideration at Gannett's or the soon-to-be spun off business's annual or special meetings, the company said in a filing with regulators. (http://1.usa.gov/1GGRN7Z)

Icahn also agreed not to acquire or own more than 15 percent of Gannett's or the spun-off business's voting securities.

Icahn said in a statement he was "very pleased" with the agreement.

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He said any poison pill adopted by the spun-off business will not have a trigger below 20 percent. (http://bit.ly/1M3CM3a)

Gannett said in August it would separate its slow-growing print business operations, including USA Today, from its digital properties that include classified listing sites Cars.com and CarrerBuilder

Icahn has also recently signed agreements with Manitowoc Co Inc and eBay Inc that give him board representation. (Reporting by Supantha Mukherjee and Sai Sachin R in Bengaluru; Editing by Maju Samuel)