UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2010
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-33741
(Commission File Number)
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38-3765318
(I.R.S. Employer
Identification No.) |
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| P. O. Box 224866 |
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Dallas, Texas
(Address of principal executive offices)
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75222-4866
(Zip Code) |
Registrant’s telephone number, including area code: (214) 977-8200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 22, 2010, Ronald D. McCray was elected as a director of A. H. Belo
Corporation (the Company). The effective date of his election is
September 23, 2010. He will serve on each of the Company’s three standing committees — the
Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
A copy of the press release announcing his election is furnished herewith as Exhibit 99.1.
Mr. McCray’s term will expire at the Company’s Annual Meeting of Shareholders in May 2011, when he
will be eligible for re-election by shareholders. Consistent with the Company’s non-employee
director compensation arrangements, Mr. McCray will receive a prorated amount of the A. H. Belo
directors’ annual $112,000 retainer package, or approximately $73,337 for the balance of the
service year, one-half of which will be paid in cash, and the remainder in time-based restricted
stock units. Mr. McCray has no family relationship with any
other director or executive officer of the Company and, other than
his role as a director, he has no other material relationship with
the Company.
(e) On September 22, 2010, the Compensation and the Nominating and Corporate Governance Committees
of the Company’s Board of Directors ratified retention and relocation arrangements for John C.
McKeon, President and General Manager of The Dallas Morning News, Inc., a subsidiary of the
Company, and a member of the Company’s Management Committee. In connection with the retention and
relocation agreement accepted by Mr. McKeon on September 22, 2010, Mr. McKeon’s base salary has
been set at $400,000 with a target bonus opportunity set at 60% of his base salary. He will be
eligible to receive equity awards under the terms of the
Company’s Incentive Compensation Plan.
In addition, Mr. McKeon will receive a $407,886 retention bonus ($300,000 net after tax), together
with relocation assistance in moving his residence to Dallas, Texas from California. If Mr.
McKeon’s California residence does not sell by a certain date next year, the Company has agreed to
purchase the residence from Mr. McKeon for an agreed-in-advance average market value
determined by an independent investment analysis and appraisal. Mr. McKeon will also be entitled
to reimbursement, with tax gross-ups, for closing costs on the sale of his California home, as well
as moving and other relocation expenses. Mr. McKeon will also be reimbursed for the cost of his
monthly mortgage payments, taxes, insurance and homeowners’ association fees on a Texas home that
he purchases for the period of time during which he owns both Texas and California homes. The
aggregate amount of Company reimbursement for Mr. McKeon’s closing costs and relocation expenses is
estimated to be $446,635 (approximately $328,500 net after tax).
If Mr. McKeon voluntarily resigns from the Company or The Dallas Morning News, Inc. during the
three-year period ending September 22, 2013, he will be required to repay the Company for all or a
portion of the after-tax amount of the retention bonus and relocation benefits as follows: