In
a new filing with federal regulators, Corporate just announced that directors
Donna Shalala and
Karen Hastie Williams --
the board's longest-serving members -- are retiring, effective at the company's annual shareholders' meeting this spring.
 |
| Shalala |
Shalala's retirement from the 10-member governing body
had been expected. But Williams' decision to leave is a surprise. What's more, she is an especially powerful board member, as she holds the position of presiding director -- in effect, the company's deputy chairman, alongside Chairman and CEO
Craig Dubow.
In her place, the board said Director
Duncan McFarland has been named presiding director and
Marjorie Magner would become chair of the Audit Committee and a member of the Executive Committee, effective immediately.
 |
| Williams |
Also in the filing with the U.S. Securities and Exchange Commission, the board disclosed that it had elected
John Cody to the board, effective immediately. Cody is a former executive of Broadcast Music Inc. Cody presumably would fill one of the seats to be vacated by Shalala or Williams. However, the SEC filing doesn't say how the second vacant seat may be filled -- assuming it's not eliminated.
Shalala, Williams and McFarland were the last of the directors on the board in 2005 that promoted Dubow to CEO and then elected him chairman.
Text of announcement
McLEAN, VA – Gannett announced today that Donna E. Shalala and Karen Hastie Williams plan to retire from the company’s Board of Directors this year. The company also announced that John E. Cody, former Executive Vice President and Chief Operating Officer of Broadcast Music, Inc., has been elected to the Board, effective immediately.
Ms. Shalala has reached retirement age for directors. Ms. Williams intends to devote more time to her personal and other professional interests. Both will serve as directors through the 2011 Annual Meeting but will not stand for re-election to the Board.
“Donna Shalala and Karen Williams have served our Board with distinction. We are grateful for their long-time dedication to Gannett and its shareholders,” said Craig A. Dubow, Gannett Chairman and Chief Executive Officer. “At the same time, we are pleased to welcome John Cody to our Board. John is well respected in the music broadcast industry, so we are delighted he chose to join Gannett’s Board after his successful career at BMI.”
Ms. Shalala, 70, joined the Gannett Board in 2001. She has served as President of the University of Miami since 2001. She was Secretary of the United States Department of Health and Human Services from 1993 to 2001.
Ms. Williams, 66, joined the Gannett Board in 1997. She is a retired partner in the Washington, D.C. law firm of Crowell and Moring LLP. She has served as the Presiding Director since 2004 and as chair of the Audit Committee since 1999.
Mr. Cody, 64, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 to November 2010. Previously, he served as BMI’s Senior Vice President and Chief Financial Officer from 1999 to 2006. Before joining BMI, he served as Vice President/Controller of the Hearst Book Group and Vice President/Finance and Chief Financial Officer for the U.S. headquarters of LM Ericsson. Mr. Cody has broad business, music broadcast and publishing industry experience and financial expertise from the various senior management roles he held with BMI, Hearst and Ericsson. He is also Chairman of the Tennessee Performing Arts Center.
In addition, the company announced that Duncan M. McFarland would become Presiding Director and Marjorie Magner would become Chair of the Audit Committee and a member of the Executive Committee, effective immediately.