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 9, 2019
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
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Texas |
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38-3765318 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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P. O. Box 224866, Dallas, Texas 75222-4866 |
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(214) 977-8222 |
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(Address of principal executive offices, including zip code) |
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(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:
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock, $.01 par value |
AHC |
New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Shareholders of A. H. Belo Corporation (the "Company" or "A. H. Belo") was held on May 9, 2019, 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 2019 Proxy Statement, dated March 28, 2019.
Proposal 1: Election of Directors. The shareholders of the Company elected each of the director nominees nominated by the Company's Board of Directors, as follows: John A. Beckert, Louis E. Caldera, Robert W. Decherd, Ronald D. McCray, Tyree B. (Ty) Miller, James M. Moroney III, and Nicole G. Small were elected as directors and are eligible to serve a one-year term until the 2020 annual meeting.
The following is a tabulation of the voting results with respect to each director nominee:
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Director |
Votes For |
Withheld |
Broker Non-Votes |
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John A. Beckert |
28,630,245 |
9,500,868 |
3,720,061 |
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Louis E. Caldera |
29,512,698 |
8,618,415 |
3,720,061 |
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Robert W. Decherd |
36,027,132 |
2,103,981 |
3,720,061 |
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Ronald D. McCray |
29,511,943 |
8,619,170 |
3,720,061 |
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Tyree B. (Ty) Miller |
29,510,103 |
8,621,010 |
3,720,061 |
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James M. Moroney III |
35,139,953 |
2,991,160 |
3,720,061 |
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Nicole G. Small |
30,051,407 |
8,079,706 |
3,720,061 |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company's shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019 by the following vote:
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For |
Against |
Abstain |
Broker Non-Votes |
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41,762,832 |
73,605 |
14,737 |
0 |
Item 8.01. Other Events.
On May 9, 2019, the Company’s Board of Directors approved a third quarter 2019 dividend of $0.08 per share. The dividend will be payable on September 6, 2019 to shareholders of record at the close of business on August 16, 2019. 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 issued by A. H. Belo Corporation on May 10, 2019
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.
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Date: May 10, 2019 |
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A. H. BELO CORPORATION |
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By: |
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/s/ Christine E. Larkin |
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Christine E. Larkin |
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Senior Vice President/General Counsel & Secretary |
EXHIBIT INDEX
Exhibit No. 99.1 Press Release issued by A. H. Belo Corporation on May 10, 2019
Exhibit 99.1
A. H. Belo Corporation Announces Third Quarter 2019 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 on May 9, 2019. The dividend will be payable on September 6, 2019 to shareholders of record at the close of business on August 16, 2019.
About A. H. Belo Corporation
A. H. Belo Corporation is the leading local news and information publishing company in Texas with commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. For additional information, visit www.ahbelo.com or email invest@ahbelo.com.
Statements in this communication concerning A. H. Belo Corporation’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 the Company’s 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.