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)

Delaware (State or other jurisdiction of incorporation)		1-33741 (Commission File Number)		38-3765318 (I.R.S. Employer Identification No.)

P. O. Box 224866
Dallas, Texas (Address of principal executive offices)		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:

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))

 

 

5.02		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:

Time Period		Repayment %				Estimated Repayment
On or Before September 22, 2011			100	%		$	628,500
September 23, 2011 — September 22, 2012			75	%		$	471,375
September 23, 2012 — September 22, 2013			50	%		$	314,250

Mr. McKeon’s retention and relocation agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits

(d)		Exhibits.
10.1		John C. McKeon Retention and Relocation Agreement effective September 22, 2010*
99.1		Press Release Announcing New Director Election dated September 23, 2010

 

*

Confidential treatment has been requested with respect to portions of this Exhibit. The omitted portions of this Exhibit have been separately filed with the Securities and Exchange Commission.

Signatures

     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.

EXHIBIT INDEX

	10.1			John C. McKeon Retention and Relocation Agreement effective September 22, 2010*
	99.1			Press Release Announcing New Director Election dated September 23, 2010

 

*

Confidential treatment has been requested with respect to portions of this Exhibit. The omitted portions of this Exhibit have been separately filed with the Securities and Exchange Commission.

— CONFIDENTIAL TREATMENT REQUESTED —

Certain portions of this Exhibit have been omitted pursuant to Rule 24b-2 and are subject to a confidential treatment request. Copies of this Exhibit containing the omitted information have been separately filed with the Securities and Exchange Commission. The omitted portions of this document are marked with [* * *].

Exhibit 10.1

September 14, 2010

Mr. John C. McKeon

Dear John:

On behalf of The Dallas Morning News (TDMN) and A. H. Belo Corporation, we are pleased to offer you the attached retention and relocation package. As an executive officer of TDMN, the terms of your compensation and relocation package may be subject to various SEC disclosure rules.

We look forward to you continuing your employment with The Morning News. However, we recognize that you retain the option, as does the Company, of ending your employment with TDMN at any time, with or without cause. As such, your employment with TDMN is at-will, and neither this letter nor any other oral or written representations may be considered a contract of employment for any specified period of time.

Please indicate your acceptance of this offer by signing and dating in the space provided below. If you have any questions, please feel free to call me at 214-977-7246.

cc: Mr. James M. Moroney III

John McKeon
Retention & Relocation Offer
September 14, 2010

A.		Title:		President and General Manager The Dallas Morning News
B.		Base Salary:		$400,000
C.		Target Bonus %:		60%
D.		Equity Awards		You will be eligible to receive equity awards under the terms of the Company’s Incentive Compensation Plan
E.		Retention Bonus:		$300,000 Net After Tax ($407,886 Pre-Tax)
F.		Relocation Assistance:		The Company will purchase your home in California for $[***] if it does not sell after being listed for 180 days at the suggested listing price as agreed upon by HRO and the real estate agent selected by HRO. [***]
				If you purchase a home in Texas, prior to selling your home in California to a third party or to the Company as outlined in section D above, the Company will reimburse you for the cost of the monthly mortgage payment, taxes, insurance and HOA dues on your Texas home. The Company will “gross-up” all such payments for taxes.
				Per the Homeowner Relocation Policy offered to you at the time of your hire in August 2007 (copy attached) with the following clawback/repayment schedule and any other exceptions as approved by the Senior Vice President & Secretary of A. H. Belo Corporation.
G.		Clawback/Repayment:		If you voluntarily resign from the Company during a three-year period from the date you sign the retention and relocation agreement, you will be required to repay the Company for all or a portion of the after-tax amount of the retention bonus ($300,000), closing costs and relocation expenses ($328,500) for a total of $628,500, per the following schedule:

		Repayment
Time Period		%				$
First 12 Months			100	%		$	628,500
12 - 24 Months			75	%		$	471,375
24 - 36 Months			50	%		$	314,250

Exhibit 99.1

A. H. Belo Corporation

		FOR IMMEDIATE RELEASE
		Thursday, September 23, 2010
		7:00 A.M. CDT

Newspaper Publisher A. H. Belo Corporation Announces
Election of Ronald D. McCray as a Director

     DALLAS — Newspaper publisher A. H. Belo Corporation (NYSE: AHC) today announced that Ronald D. McCray, most recently vice president and chief administrative officer of Nike, Inc., was elected a director by the Company’s Board of Directors. McCray will stand for re-election as a Class I Director at the Company’s annual meeting in 2011.

     McCray brings nearly 30 years of experience to A. H. Belo’s Board. Prior to Nike, McCray spent two decades at Kimberly-Clark Corporation, where he served as senior vice president/Law and Government Affairs and chief compliance officer. Earlier in his career, McCray served in the corporate law practices of Jones Day and Weil, Gotshal & Manges. McCray is a member of boards or advisory groups at Cornell University, Harvard Law School, Boston Championship Basketball Partners LLC (owner of the Boston Celtics) and several non-profit organizations. Between 2003 and 2006, McCray served on the board of directors of newspaper publisher Knight-Ridder, Inc.

     Robert W. Decherd, chairman, president and Chief Executive Officer, said, “Ron is a longtime resident of Dallas and a recognized leader in our community. His executive, legal and board level experience managing change across a range of industries will strengthen the Company’s ability to identify, evaluate and pursue opportunities that align with A. H. Belo’s strategy and create value for shareholders.”

     McCray said, “I am excited about this unique opportunity to help build on A. H. Belo’s record of journalistic and financial excellence as it addresses the challenges and opportunities facing the newspaper publishing industry.”

-more-

P. O. Box 224866     Dallas, Texas 75222-4866     Tel. 214.977.8200     Fax 214.977.8201
www.ahbelo.com     Deliveries:     400 South Record Street     Dallas, Texas 75202-4806

Newspaper Publisher A. H. Belo Corporation Announces
Election of Ronald D. McCray as a Director
September 23, 2010
Page Two

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 a diverse group of Web sites. A. H. Belo publishes The Dallas Morning News, Texas’ leading newspaper and winner of nine Pulitzer Prizes since 1986; The Providence Journal, the oldest continuously-published daily newspaper in the U.S. and winner of four Pulitzer Prizes; The Press-Enterprise (Riverside, CA), serving southern California’s Inland Empire region and winner of one Pulitzer Prize; and the Denton Record-Chronicle. The Company publishes various specialty publications targeting niche audiences, and its partnerships and/or investments include the Yahoo! Newspaper Consortium and Classified Ventures, owner of cars.com. A. H. Belo also owns direct mail and commercial printing businesses. Additional information is available at www.ahbelo.com or by contacting David A. Gross, vice president/Investor Relations and Strategic Analysis, at 214-977-4810.

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, impairments, pension plan contributions, real estate sales, 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, uncertainties and factors include, but are not limited to, changes in capital market conditions and prospects, and other factors such as changes in advertising demand and newsprint prices; newspaper circulation trends and other circulation matters, including changes in readership methods, patterns and demography, and audits and related actions by the Audit Bureau of Circulations; challenges in achieving expense reduction goals, and on schedule, and the resulting potential effects on operations; technological changes; development of Internet commerce; industry cycles; changes in pricing or other actions by competitors and suppliers; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned ventures, and investments; pension plan matters; general economic conditions and changes in interest rates; significant armed conflict; and other factors beyond our control, as well as other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and other public disclosures and filings with the Securities and Exchange Commission.

P. O. Box 224866     Dallas, Texas 75222-4866     Tel. 214.977.8200     Fax 214.977.8201
www.ahbelo.com     Deliveries:     400 South Record Street     Dallas, Texas 75202-4806