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): May 12, 2016
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
| Delaware | 38-3765318 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| P. O. Box 224866, Dallas, Texas 75222-4866 | (214) 977-8222 | |
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) | |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2016 annual Meeting of shareholders of A. H. Belo Corporation (the “Company” or “A. H. Belo”) was held on May 12, 2016, in Dallas, Texas. The following are the final voting results and a brief description of each matter submitted to the Company’s shareholders at that meeting. Each proposal is described in more detail in the Company’s 2016 Proxy Statement.
Proposal 1: Election of Directors. The shareholders of the Company elected each of the three director nominees nominated by the Company’s Board of Directors, as follows: Louis E. Caldera, John P. Puerner and Nicole G. Small were elected as Class II directors and are eligible to serve a three-year term until the 2018 annual meeting.
The following is a tabulation of the voting results with respect to each director nominee:
| Director |
Votes For | Withheld | Broker Non-Votes |
|||||||||
| Louis E. Caldera |
35,129,961 | 2,321,162 | 3,606,867 | |||||||||
| John P. Puerner |
35,136,225 | 2,314,898 | 3,606,867 | |||||||||
| Nicole G. Small |
35,006,704 | 2,444,419 | 3,606,867 | |||||||||
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 40,820,306 | 218,105 | 19,579 | 0 |
| Item 8.01. | Other Events. |
On May 12, 2016, the Company’s Board of Directors approved a third quarter 2016 dividend of $0.08 per share. The dividend will be payable on September 2, 2016 to shareholders of record at the close of business on August 12, 2016. A copy of the announcement press release is furnished with this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release dated May 12, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 13, 2016 | A. H. BELO CORPORATION | |||
| By: | /s/ Christine E. Larkin | |||
| Christine E. Larkin | ||||
| Senior Vice President/General Counsel and Secretary | ||||
EXHIBIT INDEX
| 99.1 | Press Release dated May 12, 2016 |
Exhibit 99.1
A. H. Belo Corporation Announces Third Quarter 2016 Dividend
DALLAS - A. H. Belo Corporation (NYSE: AHC) announced today that the Company’s Board of Directors declared a quarterly cash dividend of $0.08 per share, payable on September 2, 2016 to shareholders of record at the close of business on August 12, 2016.
About A. H. Belo Corporation
A. H. Belo Corporation (NYSE: AHC) is a leading local news and information publishing company with commercial printing, distribution and direct mail capabilities, as well as expertise in emerging media and digital marketing. With a continued focus on extending the Company’s media platform, A. H. Belo Corporation is able to deliver news and information in innovative ways to a broad spectrum of audiences with diverse interests and lifestyles. For additional information, visit ahbelo.com or email invest@ahbelo.com.
Statements in this communication concerning A. H. Belo Corporation’s (the “Company’s”) business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, dispositions, impairments, business initiatives, acquisitions, pension plan contributions and obligations, real estate sales, working capital, future financings and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond our control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technology obsolescence; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.