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 16, 2013
(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) 977-8200 | |
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 2013 Annual Meeting of Shareholders of A. H. Belo Corporation (the "Company" or "A. H. Belo") was held on May 16, 2013, 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 Proxy Statement, dated April 2, 2013.
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 2016 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 | 36,159,198 | 396,378 | 4,246,383 |
John P. Puerner | 36,167,293 | 388,283 | 4,246,383 |
Nicole G. Small | 35,365,655 | 1,189,921 | 4,246,383 |
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, 2013 by the following vote:
For | Against | Abstain | Broker Non-Votes |
40,431,717 | 41,660 | 328,582 | 0 |
Item 8.01. Other Events.
On May 16, 2013, the Company's Board of Directors approved an increase of the Company's quarterly dividend rate to $0.08 per share beginning in the third quarter of 2013. The dividend will be payable on September 6, 2013 to shareholders of record at the close of business on August 16, 2013. The Company also announced updated pension funding guidance for 2013. 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 16, 2013
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 17, 2013 | A. H. BELO CORPORATION | ||
By: | /s/ | Alison K. Engel | |
Alison K. Engel | |||
Senior Vice President/Chief Financial Officer | |||
EXHIBIT INDEX
99.1 Press Release dated May 16, 2013
Exhibit 99.1
FOR IMMEDIATE RELEASE | ||
Thursday, May 16, 2013 4:00 P.M. CDT | ||
A. H. Belo Corporation Announces Increased Quarterly Dividend,
Updated Pension Funding Guidance, and Holds Annual Meeting of Shareholders
DALLAS - A. H. Belo Corporation (NYSE: AHC) announced today it is increasing its quarterly dividend rate to $0.08 per share, beginning in the third quarter of 2013. The Board of Directors declared a quarterly cash dividend of $0.08 per share, payable on September 6, 2013 to shareholders of record at the close of business on August 16, 2013.
A. H. Belo also announced updated pension funding guidance for 2013. The Company will contribute $7.4 million in required contributions and $4.6 million in voluntary contributions to its defined benefit plans. The 2013 funding amount is $9.1 million less than the amount previously disclosed by the Company. The Board will review the amount and timing of further voluntary contributions from time to time.
Robert W. Decherd, chairman, president and Chief Executive Officer, said, “We are very pleased to increase our quarterly dividend beginning in the third quarter. This increase underscores our commitment to building shareholder value, as the Company did by paying a special dividend and instituting share buybacks in 2012.
“The increased dividend will be funded through operating cash flow, enabled by reduced voluntary pension contributions. We recognize that in a stabilizing interest rate environment the need to shore up the funding status of the pension plans through large voluntary contributions has lessened.”
The Company also held its Annual Meeting of Shareholders today. Shareholders re-elected three Class II directors: Louis E. Caldera, a private investor and a director since March 2011; John P. Puerner, former publisher, president and Chief Executive Officer of the Los Angeles Times and a director since May 2008; and, Nicole G. Small, Chief Executive Officer of the Perot Museum of Nature and Science in Dallas and a director since September 2011. These Class II directors are eligible to serve a three-year term until the 2016 annual meeting.
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A. H. Belo Corporation Announces Increased Quarterly Dividend,
Updated Pension Funding Guidance, and Holds Annual Meeting of Shareholders
May 16, 2013
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Shareholders also ratified the appointment of KPMG LLP as A. H. Belo's independent registered public accounting firm for 2013.
About A. H. Belo Corporation
A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a distinguished newspaper publishing and local news and information company that owns and operates four daily newspapers and related websites. A. H. Belo publishes The Dallas Morning News, Texas' leading newspaper and winner of nine Pulitzer Prizes; The Providence Journal, the oldest continuously-published daily newspaper in the United States and winner of four Pulitzer Prizes; The Press-Enterprise (Riverside, CA), serving the Inland Southern California region and winner of one Pulitzer Prize; and the Denton Record-Chronicle. The Company publishes various niche publications targeting specific audiences, and its investments include Classified Ventures, owner of Cars.com, and Wanderful Media, owner of Find&Save. A. H. Belo offers digital marketing solutions through 508 Digital and Speakeasy and also owns and operates commercial printing, distribution and direct mail service businesses. Additional information is available at www.ahbelo.com or by contacting Alison K. Engel, Senior Vice President/Chief Financial Officer, at 214-977-2248.
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