Form 3 - Initial statement of beneficial ownership of securities
October 24 2024 - 6:05PM
Edgar (US Regulatory)
Exhibit 24
LIMITED POWER OF ATTORNEY
October 24, 2024
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Marc Sher as the undersigned's true and lawful attorney-in-fact, with
full power and authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned to:
1. Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G or
13D, and Forms 3, 4, and 5 (including any amendments thereto), including
applications for Form ID, and any actions or documents necessary to facilitate
the timely filing of notices of proposed sales and beneficial ownership reports,
with respect to the securities of TEGNA Inc., a Delaware corporation (the
"Company"), with the United States Securities and Exchange Commission, any
national securities exchanges and the Company, as considered necessary or
advisable under Rule 144 promulgated under the Securities Act of 1933, as
amended from time to time (the "Securities Act") and/or Sections 13(d) and 16(a)
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");
2. Seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
3. Perform any and all other acts which in the discretion of the
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
1. This Limited Power of Attorney authorizes, but does not require, the
attorney-in-fact to act in his discretion on information provided to such
attorney-in-fact without independent verification of such information;
2. Any documents prepared and/or executed by the attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such form
and will contain such information and disclosure as such attorney-in-fact, in
his discretion, deems necessary or desirable;
3. Neither the Company nor the attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 13 or 16 of the Exchange Act; and
4. This Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Securities Act or the Exchange Act, including without limitation the reporting
requirements under Rule 144 under the Securities Act or Sections 13(d) and 16 of
the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of
Attorney to be duly executed as of the day and year first above written.
By: /s/ Alex J. Tolston
___________________
Name: Alex J. Tolston
TEGNA (NYSE:TGNA)
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