Icahn ends proxy fight with USA Today publisher Gannett, withdraws his nominees to its board

Activist investor Carl Icahn has withdrawn his nominees to the board of Gannett Co., ending a proxy fight with the USA Today publisher ahead of its planned split of its print and broadcast divisions.

Icahn, who owns a 6.6 percent stake in Gannett, said in January he was concerned that the separated companies might become targets of a takeover attempt. He had nominated two board members to make sure shareholders could weigh in on any offer.

However, in a Monday filing with the Securities and Exchange Commission, Icahn said he had reached an agreement with Gannett over corporate governance rules and is withdrawing his nominees.

Icahn said he is "very pleased with the agreement we entered into with Gannett yesterday, which we believe yielded a great result for Gannett shareholders."

McLean, Virginia-based Gannett Co. said the publishing company that will be spun off later this year will elect its board annually and let holders of 20 percent of shares call special meetings, among other provisions.

If the company adopts a shareholder rights plan, which is aimed at preventing hostile takeovers, it will expire in 135 days unless a majority of shareholders vote for it.

Shares rose 50 cents, or 1.4 percent, to $35.90 in morning trading.