def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
A. H. Belo Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (11-01) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
April 30, 2010
Dear Fellow Shareholder:
I invite you to attend our annual meeting of shareholders that
will be held on June 10, 2010 in the auditorium of The Belo
Building at 400 South Record Street, Third Floor, Dallas, Texas.
Included is a map for your use.
At the meeting, you will hear a report on A. H. Belos
operations and have a chance to meet your directors and
executive officers. This package includes the formal notice,
proxy statement, and proxy card for the meeting, together with
A. H. Belos 2009 annual report. The proxy statement tells
you more about the agenda and voting procedures for the meeting.
It also describes how the A. H. Belo Board operates and provides
information about A. H. Belos directors,
including those nominated for election at this years
meeting.
As in 2009, A. H. Belo will furnish proxy materials on the
Internet to participants in the A. H. Belo Savings Plan and the
separate Belo Savings Plan. Thus, these shareholders will not
automatically receive paper copies of our proxy materials. We
will mail a Notice of Internet Availability of Proxy Materials
to these shareholders with instructions for accessing the proxy
materials, including our proxy statement and annual report, and
for voting via the Internet. This notice also provides
information on how these shareholders may obtain paper copies of
our proxy materials free of charge, if they so choose. We
believe that this approach allows us to provide these
shareholders with the information they need to vote their shares
while reducing delivery costs and any environmental impact.
For those A. H. Belo shareholders with access to the Internet,
we encourage you to vote your shares on-line. Detailed
instructions on how to vote over the Internet or by telephone
are set forth on the Notice of Internet Availability of Proxy
Materials and on the proxy card. We encourage you to elect to
receive future annual reports, proxy statements, and other
materials over the Internet by following the instructions in the
proxy statement. This electronic means of communication is quick
and convenient and reduces the Companys printing and
mailing costs.
Beginning this year, the rules that govern how brokers vote your
shares have changed. Brokers may no longer use discretionary
authority to vote shares for the election of directors and other
non-routine matters if they have not received instructions from
their clients. Whether or not you attend the meeting, it is
important that your shares be represented at the annual meeting.
I encourage you to vote your shares as soon as possible either
by returning your proxy card (or voting instruction card) or by
voting using the Internet or telephone voting procedures
outlined in the enclosed materials or in the Notice of Internet
Availability of Proxy Materials. If you are unable to attend the
annual meeting in person, you may listen to the meeting by
Webcast. Please see the notice on the next page for more
information.
I hope to see you on June 10th.
Sincerely,
Robert W. Decherd
Chairman of the Board
President and Chief Executive Officer
A.
H. Belo Corporation 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
P. O. Box 224866
Dallas, Texas
75222-4866
www.ahbelo.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10, 2010
To A. H. Belo Shareholders:
Please join us for the 2010 annual meeting of shareholders of A.
H. Belo Corporation (A. H. Belo or the
Company). The meeting will be held in the auditorium
of The Belo Building at 400 South Record Street, Third Floor,
Dallas, Texas, on Thursday, June 10, 2010, at
1:30 p.m., Dallas, Texas time. The annual meeting of
shareholders will be simultaneously Webcast on A. H. Belos
Web site (www.ahbelo.com/invest). Following the conclusion of
the meeting, a replay of the Webcast will be archived on the
Companys Web site through June 24, 2010.
At the meeting, holders of A. H. Belo Series A common stock
and A. H. Belo Series B common stock will act on the
following matters:
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1.
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Election of two Class II directors;
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Ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting
firm; and
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3. Any other matters that may properly come before the
meeting.
All record holders of shares of A. H. Belo Series A common
stock and A. H. Belo Series B common stock at the close of
business on April 22, 2010 are entitled to vote at the
meeting or at any postponement or adjournment of the meeting.
This year, we are again furnishing proxy materials on the
Internet to participants in the A. H. Belo Savings Plan and the
separate Belo Savings Plan. Consequently, these shareholders
will not automatically receive paper copies of our proxy
materials. We will instead send to these shareholders a Notice
of Internet Availability of Proxy Materials with instructions
for accessing the proxy materials, including our proxy statement
and annual report, and for voting via the Internet. The
electronic delivery of our proxy materials will reduce our
printing and mailing costs and any environmental impact.
The Notice of Internet Availability of Proxy Materials
identifies the date, time and location of the annual meeting;
the matters to be acted upon at the meeting and the Board of
Directors recommendation with regard to each matter; and a
toll-free telephone number, an
e-mail
address, and a Web site where shareholders can request a paper
or e-mail
copy of their proxy materials, including our proxy statement,
annual report to shareholders and a voting instruction card,
free of charge.
By Order of the Board of Directors
DANIEL J. BLIZZARD
Secretary
April 30, 2010
TABLE OF
CONTENTS
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5
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6
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12
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17
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19
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23
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24
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24
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30
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42
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45
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45
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46
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A-1
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B-1
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P. O. Box 224866
Dallas, Texas
75222-4866
www.ahbelo.com
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held On June 10, 2010
This proxy statement contains information related to the annual
meeting of shareholders of A. H. Belo Corporation (A. H.
Belo or the Company) to be held on
Thursday, June 10, 2010, beginning at 1:30 p.m.,
Dallas, Texas time, in the auditorium of The Belo Building
at 400 South Record Street, Third Floor, Dallas, Texas, and any
postponement or adjournment of the meeting. For those
shareholders receiving a Notice of Internet Availability of
Proxy Materials (the Notice), the Notice will be
mailed to those shareholders on April 30, 2010.
Paper copies of this proxy statement and related proxy card (or
voting instruction card) will be distributed to all other
shareholders beginning on or about April 30, 2010.
ABOUT THE
MEETING
What
is the purpose of the annual meeting?
At the annual meeting, shareholders will act on matters outlined
in the accompanying notice, including the election of two
directors, the ratification of the appointment of KPMG LLP as
the Companys independent registered public accounting
firm, and any other matters properly brought before the meeting.
Management will report on A. H. Belos performance in 2009
and respond to questions and comments from shareholders.
Who
can attend the annual meeting?
Shareholders and guests of A. H. Belo may attend the annual
meeting.
Who
may vote at the meeting?
Only shareholders who owned A. H. Belo shares at the close of
business on April 22, 2010, the record date, or their duly
appointed proxies, are entitled to vote at the meeting. If you
owned A. H. Belo shares at the close of business on
April 22, 2010, you are entitled to vote all of the shares
that you held on that date at the meeting, or any postponement
or adjournment of the meeting. Our common stock is divided into
two series: Series A common stock and Series B common
stock. Holders of either series of common stock as of the close
of business on the record date will be entitled to vote at the
meeting. At the close of business on the record date, a total of
18,342,602 shares of Series A common stock and
2,525,694 shares of Series B common stock were
outstanding and entitled to vote.
What
are the voting rights of the holders of Series A common
stock and Series B common stock?
Holders of A. H. Belo Series A and Series B common
stock vote together as a single class on all matters to be acted
upon at the annual meeting. Each outstanding share of
Series A common stock will be entitled to one vote on each
matter. Each outstanding share of Series B common stock
will be entitled to 10 votes on each matter.
Can I
vote my shares of Belo Corp.?
No, shares of Belo Corp. are not eligible for voting at this
meeting. A. H. Belo is a separate public company. Only shares of
A. H. Belo are eligible to vote at the June 10, 2010
meeting.
What
constitutes a quorum to conduct business at the
meeting?
In order to carry on the business of the meeting, we must have a
quorum present in person or by proxy. A majority of the voting
power of the outstanding shares eligible to vote and at least
one-third of the outstanding shares entitled to vote must be
present at the meeting, in person or by proxy, in order to
constitute a quorum.
Abstentions and broker non-votes are counted as present at the
meeting for purposes of determining whether we have a quorum. A
broker non-vote occurs when a broker or other nominee returns a
proxy but does not vote on a particular proposal because the
broker or nominee does not have authority to vote on that
particular item and has not received voting instructions from
the beneficial owner.
How do
I cast my vote?
You may vote by proxy, which gives the proxy holder the right to
vote your shares on your behalf, or you may vote in person at
the meeting.
You may receive more than one proxy card depending on how you
hold your shares. Shares registered in your name are covered by
a proxy card. If you hold shares indirectly through someone
else, such as a broker, you may receive material from that
person asking how you want to vote.
Shares held in your A. H. Belo Savings Plan account or in your
Belo Savings Plan account may be voted only by the plan trustee,
but you may instruct the plan trustee on how to vote them.
Information on how to provide voting instructions to the plan
trustee via the Internet is set out in the Notice. The Notice
also includes information on how to obtain paper copies of the
proxy materials, including a voting instruction card, if you so
desire. For more information, please refer to the question and
answer How do I vote my shares held in the A. H. Belo
Savings Plan or in the Belo Savings Plan below.
It is important that you follow the instructions on each proxy
card, voting instruction card, or the Notice and vote the shares
represented by each card separately.
Why
did I receive a Notice in the mail regarding the Internet
availability of proxy materials this year instead of a full set
of proxy materials?
Pursuant to rules adopted by the Securities and Exchange
Commission (SEC), the Company has elected to provide
access to its proxy materials over the Internet to participants
in the A. H. Belo Savings Plan and the separate Belo Savings
Plan. Accordingly, a Notice was sent to these shareholders.
These shareholders will have the ability to access the proxy
materials on the Web site referred to in the Notice or request
to receive free of charge a printed set of the proxy materials,
including a voting instruction card. Instructions on how to
access the proxy materials over the Internet or to request a
printed copy are set out in the Notice. The Notice also has
instructions on how to provide voting instructions to the plan
trustee via the Internet.
In addition, all shareholders may request to receive proxy
materials in printed form by mail or electronically by
e-mail on an
ongoing basis by following the instructions in the paragraph
captioned How to Receive Future Proxy Statements and
Annual Reports Online in the Annual Report and
Additional Materials section on page 45 of this proxy
statement. The Company encourages shareholders to take advantage
of the availability of the proxy materials on the Internet in
order to help reduce printing and mailing costs and any
environmental impact.
How do
I vote by proxy?
If you vote by proxy, you may vote on-line via the Internet, by
telephone, or by completing and returning your enclosed proxy
card in the envelope provided. All proxy cards that are properly
completed and submitted will be voted as specified.
If your shares are registered in your name and you sign, date,
and return your proxy card but do not check any boxes, the
shares represented by that card will be voted FOR all nominees
standing for election as directors, FOR ratification of the
appointment of KPMG LLP as the Companys independent
registered public accounting firm, and, at the discretion of the
proxy holders, on any other matter that properly may come before
the meeting or any adjournment or postponement of the meeting.
2
If you hold your shares through a broker, your broker may vote
your shares at its discretion on certain routine
matters. The Company believes that the ratification of the
appointment of KPMG LLP as the Companys independent
registered public accounting firm is a routine
matter on which brokers will be permitted to vote. With
respect to all other matters, however, your broker may not be
able to vote your shares for you and the aggregate number of
unvoted shares is reported as the broker non-vote.
The Company believes that the election of directors is not a
routine matter and brokers will not be permitted to
vote any uninstructed shares on the election of directors.
If you want to vote using the Internet or telephone, please
follow the instructions on each card that you received, and have
each card available when you call in or access the voting site.
In order to be included in the final tabulation of proxies,
completed proxy cards and voting instruction cards must be
received, and votes cast using the Internet or telephone must be
cast, by the date and time noted on each card.
If your shares are held indirectly, your broker or nominee may
not offer voting using the Internet or telephone. Please be
certain to check your voting instruction card or contact your
broker or nominee to determine available voting arrangements.
If you participate in either the A. H. Belo Savings Plan or the
Belo Savings Plan and had full shares credited to your account
as of the record date, please refer to the information set forth
in the question and answer How do I vote my shares held
in the A. H. Belo Savings Plan or in the Belo Savings
Plan below.
How do
I vote in person?
For shares registered in your name, you may vote in person by
completing a ballot at the annual meeting. If you plan to vote
in person but hold shares through a broker or other nominee, you
must provide a legal proxy from the broker or nominee evidencing
your authority to vote shares the broker held for your account
at the close of business on April 22, 2010. You must
contact your brokerage firm directly in advance of the annual
meeting to obtain a legal proxy. Voting instructions with
respect to shares held in the A. H. Belo Savings Plan or the
Belo Savings Plan must be submitted by June 8, 2010, and
may not be provided at the meeting.
Blank ballots will be available at the registration table at the
meeting. Completed ballots may be deposited at the registration
table and a call for completed ballots will be made during the
course of the meeting prior to the close of the polls.
Can I
change my vote or revoke my proxy?
Yes. For shares registered in your name, you may revoke your
proxy (including an Internet or telephone vote) by:
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filing a written notice of
revocation with the corporate Secretary of A. H. Belo
Corporation at any time prior to the annual meeting;
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delivering a duly executed written
proxy bearing a later date by the voting deadline set forth on
the proxy card;
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4
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submitting a new proxy by Internet
or telephone by the voting deadline set forth on the proxy
card; or
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voting by ballot at the meeting.
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If your shares are held through a broker or nominee, contact
that broker or nominee if you wish to change your voting
instructions.
For information on how to revoke or modify previously given
voting instructions with respect to shares held through one of
the Savings Plans, please see How do I vote my shares
held in the A. H. Belo Savings Plan or in the Belo Savings
Plan below.
Attendance at the meeting does not by itself revoke a previously
granted proxy.
3
How do
I vote my shares held in the A. H. Belo Savings Plan or in the
Belo Savings Plan?
Fidelity Management Trust Company is the plan trustee for
both the A. H. Belo Savings Plan and the separate Belo Savings
Plan maintained by Belo Corp. (together, the Savings
Plans). Only the plan trustee can vote the shares held by
the Savings Plans. If you participate in either of these Savings
Plans and had full shares of A. H. Belo common stock credited to
your account as of the record date, you received a Notice in
lieu of paper copies of our proxy materials. The Notice includes
instructions on how to access the proxy materials over the
Internet and how to request a printed set of the proxy
materials, including a voting instruction card, if you desire to
do so. The Notice also has information on how to provide your
voting instructions to the plan trustee via the Internet. If you
want to vote using the Internet or telephone, please follow the
instructions on your Notice or your voting instruction card and
have the card available when you call in or access the voting
site. You can also complete, sign and return your voting
instruction card in the envelope provided. You will not be able
to vote these shares in person at the annual meeting.
Because of the time required to tabulate voting instructions
from participants in the Savings Plans before the annual
meeting, the trustee must receive your voting instructions by
June 8, 2010. If you sign, date, and return a paper voting
instruction card but do not check any boxes on the card, the
trustee will vote your shares FOR all nominees standing for
election as directors and FOR ratification of the appointment of
KPMG LLP as the Companys independent registered public
accounting firm. In addition, at its discretion, the trustee of
the Savings Plans will be authorized to vote on any other matter
that properly may come before the meeting or any adjournment or
postponement of the meeting. If the trustee does not receive
instructions from you (by Internet, telephone or voting
instruction card) by June 8, 2010, the trustee will vote
your shares in the same proportion as the shares in your
particular savings plan for which voting instructions have been
received. You may revoke or modify previously given voting
instructions by June 8, 2010, by submitting a new voting
instruction by Internet or telephone, filing with the trustee
either a written notice of revocation or submitting a properly
completed and signed voting instruction card by that date.
What
vote does the Board recommend?
The Board recommends a vote FOR all nominees standing for
election as directors and FOR ratification of the appointment of
KPMG LLP as the Companys independent registered public
accounting firm. With respect to any other matter that properly
comes before the meeting, the proxy holders will vote in their
own discretion.
What
number of votes is required to approve each
matter?
4 Election
of directors The affirmative vote of a plurality
of the voting power represented at the annual meeting and
entitled to vote is required for the election of directors. This
means that the nominees receiving the highest number of votes
cast for the number of positions to be filled are elected. You
do not have the right to cumulate votes in the election of
directors. In other words, you cannot multiply the number of
shares you own by the number of directorships being voted on and
then cast the total for only one candidate or among any number
of candidates as you see fit. Votes that are instructed to be
withheld with respect to the election of one or more directors
will not be voted for the director or directors indicated,
although they will be counted for purposes of determining
whether a quorum is present. Previously, if you did not provide
instructions as to how to vote your shares held in broker or
nominee name, your broker was permitted to vote them on your
behalf in uncontested director elections. Beginning this year,
brokers can no longer vote on your behalf for the election of
directors without your instruction.
Additionally, if an incumbent director does not receive the
affirmative vote of at least a majority of the votes cast with
respect to that directors election at the annual meeting
(which for this purpose includes votes cast for the
directors election and votes to withhold authority with
respect to the directors election), then that director is
required to promptly tender his or her resignation and the Board
will act on such resignation as provided in the Companys
corporate governance guidelines, the applicable portion of which
is attached to this proxy statement as Appendix A. All
nominees standing for election at the 2010 annual meeting of
shareholders are incumbent directors.
4 Ratification
of appointment of independent registered public accounting
firm The affirmative vote of a majority of the
voting power represented at the annual meeting and entitled to
vote is required to ratify the
4
appointment of KPMG LLP as the independent registered public
accounting firm for the Company for 2010. With respect to shares
held in broker or nominee name, your broker continues to have
discretion to vote any uninstructed shares on this matter.
4 Other
matters Unless otherwise required by law or the
Companys Certificate of Incorporation, the affirmative
vote of a majority of the voting power represented at the annual
meeting and entitled to vote is required for other matters that
properly may come before the meeting.
For matters requiring majority approval, abstentions have the
effect of negative votes, meaning that abstentions will be
counted in the denominator, but not the numerator, in
determining whether a matter has received sufficient votes to be
approved. Broker non-votes are not treated as shares entitled to
vote on matters requiring majority approval and are excluded
from the calculation.
PROXY
SOLICITATION
Your proxy is being solicited on behalf of A. H. Belos
Board of Directors. In addition to use of the mail, the
solicitation may also be made by use of facsimile, the Internet
or other electronic means, or by telephone or personal contact
by directors, officers, employees, and agents of A. H. Belo. A.
H. Belo pays the costs of this proxy solicitation.
We also supply brokers, nominees, and other custodians with
proxy forms, proxy statements, and annual reports for the
purpose of sending proxy materials to beneficial owners. We
reimburse brokers, nominees, and other custodians for their
reasonable expenses.
5
A. H.
BELO CORPORATION STOCK OWNERSHIP
The following tables set forth information as of April 22,
2010, about the beneficial ownership of A. H. Belo common stock
by our current directors, nominees for election as director, the
executive officers named in the Summary Compensation Table in
this proxy statement, all current directors, director nominees
and named executive officers as a group, and by each person
known to A. H. Belo to own more than 5% of the outstanding
shares of A. H. Belo Series A or Series B common
stock. At the close of business on April 22, 2010, there
were 18,342,602 Series A shares, 2,525,694 Series B
shares, and 20,868,296 combined Series A and Series B
shares, issued and outstanding.
Under SEC rules, the beneficial ownership of a person or group
includes not only shares held directly or indirectly by the
person or group but also shares the person or group has the
right to acquire within 60 days of the record date pursuant
to exercisable options and convertible securities. The
information below, including the percentage calculations, is
based on beneficial ownership of shares rather than direct
ownership of issued and outstanding shares.
Unless otherwise indicated, each person listed below has sole
voting power and sole dispositive power with respect to the
shares of common stock indicated in the table as beneficially
owned by such person. Series A common stock has one vote
per share and Series B common stock has 10 votes per share.
Consequently, the voting power of Series B holders is
greater than the number of shares beneficially owned. For
example, the shares of A. H. Belo common stock beneficially
owned by all current directors, director nominees and named
executive officers as a group, representing 15.8% of the
outstanding shares of Series A and Series B common
stock, have combined voting power of 59.3%.
A. H.
Belo Corporation Stock Ownership of Current Directors, Director
Nominees and Named Executive Officers
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Shares of Common Stock
Beneficially Owned
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And Percentage of Outstanding
Shares as of April 22, 2010(1)(2)(3)(4)
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Combined
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Series A
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Series B
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Series A and Series B
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Name
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Number
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Percent
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Number
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Percent
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Number
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Percent
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Robert W. Decherd*+
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29,314
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**
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1,467,830
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51.5
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%
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1,497,144
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7.1
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%
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James M. Moroney III+
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142,323
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**
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613,019
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23.4
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%
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755,342
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3.6
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%
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Donald F. (Skip) Cass, Jr.+
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7,241
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**
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53,500
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2.1
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%
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60,741
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**
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Alison K. (Ali) Engel +
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1,070
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**
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36,700
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1.4
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%
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37,770
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**
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Daniel J. Blizzard+
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809
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**
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26,120
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1.0
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%
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26,929
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**
|
|
Douglas G. Carlston*
|
|
|
178
|
|
|
|
**
|
|
|
|
42,852
|
|
|
|
1.7
|
%
|
|
|
43,030
|
|
|
|
**
|
|
Dealey D. Herndon*
|
|
|
131,927
|
|
|
|
**
|
|
|
|
587,207
|
|
|
|
22.8
|
%
|
|
|
719,134
|
|
|
|
3.4
|
%
|
Laurence E.
Hirsch*u
|
|
|
2,472
|
|
|
|
**
|
|
|
|
66,550
|
|
|
|
2.6
|
%
|
|
|
69,022
|
|
|
|
**
|
|
Tyree B. (Ty) Miller*
|
|
|
0
|
|
|
|
**
|
|
|
|
25,926
|
|
|
|
1.0
|
%
|
|
|
25,926
|
|
|
|
**
|
|
David R. Morgan*
|
|
|
0
|
|
|
|
**
|
|
|
|
41,826
|
|
|
|
1.6
|
%
|
|
|
41,826
|
|
|
|
**
|
|
John P.
Puerner*u
|
|
|
0
|
|
|
|
**
|
|
|
|
41,826
|
|
|
|
1.6
|
%
|
|
|
41,826
|
|
|
|
**
|
|
J. McDonald Williams*
|
|
|
47,408
|
|
|
|
**
|
|
|
|
55,951
|
|
|
|
2.2
|
%
|
|
|
103,359
|
|
|
|
**
|
|
All directors, director nominees and named executive officers as
a group (12 persons)
|
|
|
362,742
|
|
|
|
2.0
|
%
|
|
|
3,059,307
|
|
|
|
90.4
|
%
|
|
|
3,422,049
|
|
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
u
|
|
Nominee |
|
+ |
|
Executive Officer |
|
** |
|
Less than one percent |
6
|
|
|
(1) |
|
Series B shares are convertible at any time on a
share-for-share
basis into Series A shares but not vice versa. For purposes
of determining the number of Series A shares beneficially
owned by the persons listed, the person may be deemed to be the
beneficial owner of the Series A shares into which the
Series B shares owned are convertible. The numbers listed
in the Series A column, however, do not reflect the
Series A shares that may be deemed to be beneficially owned
by the person listed because of this convertibility feature. If
the Series A total included shares into which Series B
shares held are convertible, the persons listed would be deemed
to be the beneficial owners of the following percentages of the
Series A shares: Robert Decherd, 7.6%; Jim Moroney, 4.0%;
Dealey Herndon, 3.8%; and all current directors, director
nominees and executive officers as a group, 16.0%. All other
persons listed would be deemed to beneficially own less than 1%
of the Series A shares. These percentages are calculated by
taking the persons number of combined Series A and
Series B shares as reflected in the table above and
dividing that number by the sum of (a) the Series A
shares issued and outstanding, plus (b) the total of
Series B shares owned by the person as reflected in the
table above, plus (c) the persons exercisable
Series A stock options plus shares issuable upon the
vesting and payment of restricted stock unit (RSU)
awards listed in footnote (3) to the table. |
|
|
|
The family relationships among the directors and named executive
officers are as follows: Robert Decherd and Dealey Herndon are
brother and sister. Jim Moroney is their second cousin. |
|
|
|
The following shares are included in the individuals
holdings because the individual has either sole or shared voting
or dispositive power with respect to such shares. |
|
|
|
Robert Decherd 2,796 Series A shares held in
trust for which Robert serves as trustee; Robert disclaims
beneficial ownership of these shares. Roberts holdings
also include 4,631 Series B shares owned by him and his
wife as to which he shares voting and dispositive power. |
|
|
|
Jim Moroney 120,954 Series A shares held by
Moroney Family Belo, LLC, a limited liability company of which
Jim is the manager; 503,374 Series B shares held by Moroney
Preservation, Limited, a family limited partnership of which Jim
is a limited partner and the sole shareholder of the general
partner; 10,420 Series B shares held in a family trust as
to which he has sole voting authority; and 96 Series B
shares owned by Jim and his wife as to which he shares voting
and dispositive power. Jims holdings also include 5,960
Series A shares held by a family charitable foundation for
which Jim serves as trustee; Jim disclaims beneficial ownership
of these shares. |
|
|
|
Skip Cass 309 Series A shares and 400
Series B shares owned by Skip and his wife as to which he
shares voting and dispositive power. |
|
|
|
Dealey Herndon 4,000 Series A shares held by a
charitable foundation she established and for which she serves
as a director. Dealey disclaims beneficial ownership of these
shares. Dealeys holdings also include 40,600 Series A
shares owned by her and her husband as to which she shares
voting and dispositive power. |
|
(2) |
|
Jim Moroneys holdings include 10,399 Series A shares
that are held by the Moroney Family Belo, LLC, and which are
subject to a pledge. |
|
(3) |
|
The number of shares shown in the table above includes
(a) shares held in the A. H. Belo Savings Plan at
April 22, 2010, (b) shares that could be purchased by
exercise of options exercisable on April 22, 2010 or within
60 days thereafter (to and including June 21,
2010) under the A. H. Belo 2008 Incentive Compensation Plan
(ICP) and (c) shares that could be received
upon the vesting and payment of RSU awards through June 21,
2010, as follows: |
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Shares Issuable
|
|
|
|
|
|
|
|
|
|
|
Upon Vesting &
|
|
|
Shares Held in
|
|
Exercisable
|
|
Payment of RSU
|
|
|
A. H. Belo Savings
Plan
|
|
Stock Options
|
|
Awards
|
Name
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
|
1,094
|
|
|
|
|
|
|
|
|
|
|
|
322,290
|
|
|
|
|
|
|
|
|
|
James M. Moroney III
|
|
|
982
|
|
|
|
|
|
|
|
|
|
|
|
93,500
|
|
|
|
|
|
|
|
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
591
|
|
|
|
|
|
|
|
|
|
|
|
53,100
|
|
|
|
|
|
|
|
|
|
Alison K. (Ali) Engel
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
36,700
|
|
|
|
|
|
|
|
|
|
Daniel J. Blizzard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,120
|
|
|
|
|
|
|
|
|
|
Douglas G. Carlston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,852
|
|
|
|
178
|
|
|
|
|
|
Dealey D. Herndon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,958
|
|
|
|
208
|
|
|
|
|
|
Laurence E. Hirsch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,550
|
|
|
|
208
|
|
|
|
|
|
Tyree B. (Ty) Miller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,926
|
|
|
|
|
|
|
|
|
|
David R. Morgan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,826
|
|
|
|
|
|
|
|
|
|
John P. Puerner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,826
|
|
|
|
|
|
|
|
|
|
J. McDonald Williams
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,751
|
|
|
|
208
|
|
|
|
|
|
All directors, director nominees and named executive officers as
a group (12 persons)
|
|
|
2,680
|
|
|
|
|
|
|
|
|
|
|
|
858,399
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Pursuant to SEC rules, the percentages above are calculated by
taking the number of shares indicated as beneficially owned by
the listed person or group and dividing that number by the sum
of (a) the number of issued and outstanding shares in each
series or the combined series, as applicable, plus (b) the
number of shares of each series or the combined series, as
applicable, that the person or group may purchase through the
exercise of stock options or may receive upon the vesting and
payment of RSU awards as indicated in footnote (3) to the
table. |
8
A. H.
Belo Corporation Stock Ownership of Other Principal Shareholders
(greater than 5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Common Stock
Beneficially Owned
|
And Percentage of Outstanding
Shares as of December 31, 2009(1)(2)
|
(except as noted in footnotes
below)
|
|
|
|
|
|
|
Combined
|
|
|
Series A
|
|
Series B
|
|
Series A and Series B
|
Name and Address
|
|
Number
|
|
Percent
|
|
Number
|
|
Percent
|
|
Number
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo and Company and Evergreen
Investment Management Company, L.L.C.(3)
|
|
|
1,173,036
|
|
|
|
6.4
|
%
|
|
|
|
|
|
|
**
|
|
|
|
1,173,036
|
|
|
|
5.6
|
%
|
420 Montgomery Street
San Francisco, CA 94163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Dallas Holdings, Inc.; Donald W. Hodges;
First Dallas Securities, Inc.; and
Hodges Capital Management, Inc.(4)
|
|
|
1,157,500
|
|
|
|
6.3
|
%
|
|
|
|
|
|
|
**
|
|
|
|
1,157,500
|
|
|
|
5.6
|
%
|
2905 Maple Avenue
Dallas, TX 75201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase & Co. and
J.P. Morgan Investment Management Inc.(5)
|
|
|
1,051,765
|
|
|
|
5.7
|
%
|
|
|
|
|
|
|
**
|
|
|
|
1,051,765
|
|
|
|
5.0
|
%
|
270 Park Avenue, 38th Floor
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corporation; Bank of America, NA; Columbia
Management Advisors, LLC; and Merrill Lynch, Pierce,
Fenner & Smith, Inc.(6)
|
|
|
974,901
|
|
|
|
5.3
|
%
|
|
|
|
|
|
|
**
|
|
|
|
974,901
|
|
|
|
4.7
|
%
|
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John L. (Jack) Sander(7)
|
|
|
6,044
|
|
|
|
**
|
|
|
|
152,400
|
|
|
|
5.7
|
%
|
|
|
158,444
|
|
|
|
**
|
|
10751 E. Cottontail
Scottsdale, AZ 85255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** |
|
Less than 1% |
|
(1) |
|
Series B shares are convertible at any time on a
share-for-share
basis into Series A shares but not vice versa. For purposes
of determining the number of Series A shares beneficially
owned by the persons listed, the person may be deemed to be the
beneficial owner of the Series A shares into which the
Series B shares owned are convertible. The numbers listed
in the Series A column, however, do not reflect the
Series A shares that may be deemed to be beneficially owned
by the person listed because of this convertibility feature. |
|
(2) |
|
Pursuant to SEC rules, the percentages above are calculated by
taking the number of shares indicated as beneficially owned by
the listed person or group and dividing that number by the sum
of (a) the number of issued and outstanding shares in each
series or the combined series, as applicable, plus (b) the
number of shares of each series or the combined series, as
applicable, that the person or group may purchase through the
exercise of stock options as indicated in the notes on the table. |
|
(3) |
|
Based upon information contained in its report on Form 13G
for the calendar year ended December 31, 2009, as filed
with the SEC on January 21, 2010, Wells Fargo and Company
and its subsidiary, Evergreen Investment Management Company,
L.L.C., each have sole investment and voting authority with
respect to 1,164,464 of these shares. Wells Fargo and Company
shares investment authority with respect to 1,545 of these
shares. |
|
(4) |
|
Based upon information contained in Amendment 1 to its report on
Form 13G for the calendar year ended December 31,
2009, as filed with the SEC on February 17, 2010, First
Dallas Holdings, Inc. and Donald W. Hodges share dispositive
power with respect to all of these shares and share voting
authority with respect to 1,045,000 of these shares. The
subsidiaries of First Dallas Holdings, Inc. have the following
authority with |
9
|
|
|
|
|
respect to these shares: First Dallas Securities, Inc. shares
dispositive power over 40,000 shares and Hodges Capital
Management, Inc. shares voting power over 1,035,000 shares
and shares dispositive power with respect to
1,107,500 shares. |
|
(5) |
|
Based upon information contained in Amendment 1 to its report on
Form 13G for the calendar year ended December 31,
2009, as filed with the SEC on January 21, 2010, JPMorgan
Chase & Co. through its subsidiary, J.P. Morgan
Investment Management Inc., has sole dispositive power with
respect to 1,051,143 of these shares, sole voting authority with
respect to 929,805 of these shares and shares voting and
dispositive power with respect to 622 of these shares. |
|
(6) |
|
Based upon information contained in its report on Form 13G
for the calendar year ended December 31, 2009, as filed
with the SEC on February 12, 2010, Bank of America
Corporation shares voting and dispositive power with respect to
all of these shares. Its subsidiaries have the following
authority: Bank of America, NA has sole power to vote 18,426 of
these shares and sole power to dispose 17,926 of these shares;
Columbia Management Advisors, LLC has sole voting and
dispositive power with respect to 2,425 of these shares; and
Merrill Lynch, Pierce, Fenner & Smith, Inc. has sole
voting and dispositive power with respect to 927,036 of these
shares. |
|
(7) |
|
John L. (Jack) Sander is a former Vice Chairman of Belo Corp. As
of December 31, 2009, his holdings included 152,400
Series B Shares that could be purchased by the exercise of
stock options issued to him under A. H. Belos stock plans.
If his Series A total included shares into which his
Series B shares held are convertible, he would be deemed to
be the beneficial owner of less than 1.0% of the Series A
shares. |
Equity
Compensation Plan Information
The following table provides information regarding Series A
and Series B common stock authorized for issuance under A.
H. Belos equity compensation plans as of December 31,
2009; the amounts set out in the table do not include any
adjustment for risk of forfeiture:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
(a)
|
|
(b)
|
|
Number of Securities
|
|
|
Number of Securities to be
|
|
Weighted-Average
|
|
Remaining Available for
|
|
|
Issued
|
|
Exercise Price of
|
|
Future Issuance Under
|
|
|
Upon Exercise
|
|
Outstanding Options,
|
|
Equity Compensation Plans
|
|
|
of Outstanding Options,
|
|
Warrants and
|
|
(excluding securities
|
|
|
Warrants and Rights(1)
|
|
Rights(2)
|
|
reflected in column
(a))(3)
|
Plan Category
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A or
Series B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plans Approved by Shareholders(4)
|
|
|
263,149
|
|
|
|
3,127,424
|
|
|
|
|
|
|
$
|
14.20
|
|
|
|
3,338,256
|
|
Equity Compensation Plans Not Approved by Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
263,149
|
|
|
|
3,127,424
|
|
|
|
|
|
|
$
|
14.20
|
|
|
|
3,338,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shares of Series A common stock are potentially issuable
under outstanding RSU grants and shares of Series B common
stock are reserved for issuance under outstanding option grants. |
|
(2) |
|
RSUs are valued as of the date of vesting and have no exercise
price. Consequently, they are not included in the calculation of
weighted average exercise price. |
|
(3) |
|
A. H. Belos equity compensation plans allow the
Compensation Committee to designate either Series A or
Series B common stock at the time of grant. |
|
(4) |
|
All of A. H. Belos equity compensation plans under which
Series A or Series B common stock is authorized for
issuance were approved by its shareholders. |
10
Section 16(a)
Beneficial Ownership Reporting Compliance
Federal securities laws require that A. H. Belos executive
officers and directors, and persons who own more than ten
percent of a registered class of A. H. Belo common stock, file
reports with the SEC within specified time periods disclosing
their beneficial ownership of A. H. Belo common stock and any
subsequent changes in beneficial ownership of A. H. Belo common
stock. These reporting persons are also required to furnish us
with copies of these reports. Based on information provided to
us by these reporting persons or otherwise, we believe that all
filings required to be made by the reporting persons during 2009
were timely filed, except for two reports for Moroney
Management, Limited, of which James M. Moroney III is the
Managing General Partner and a limited partner, as follows:
Initial report on Form 3 which was due on February 8,
2008, and a report on Form 4 which was due on
December 28, 2009 to disclose the disposition shares
related to estate-planning transactions. Both reports were filed
late, on February 8, 2010, due to administrative error.
11
PROPOSAL ONE:
ELECTION OF DIRECTORS
A. H. Belos bylaws provide that the Board of
Directors comprises five to 10 directors, divided into
three classes, approximately equal in number, with staggered
terms of three years so that the term of one class expires at
each annual meeting. The bylaws further provide that a director
will retire on the date of the annual meeting of shareholders
next following his or her 68th birthday. In accordance with
this provision, Don Williams, age 69, will retire on the
date of the 2010 annual meeting.
Selection, Qualifications and Experience of Directors
The Nominating and Corporate Governance Committee of the Board
of Directors is responsible for identifying director candidates
and making recommendations to the Board. The Board is ultimately
responsible for nominating candidates for election to the Board.
The Committee employs a variety of methods for identifying and
evaluating director nominees. Candidates may come to the
Committees attention through current Board members,
shareholders, or other persons. In evaluating director
candidates, the Committee considers a variety of criteria,
including an individuals character and integrity;
business, professional and personal background; skills; current
employment; community service; and ability to commit sufficient
time and attention to activities of the Board. The Committee
also may take into account any specific financial, technical, or
other expertise and the extent to which such expertise would
complement the Boards existing mix of skills and
qualifications. The Committee considers these criteria in the
context of the perceived needs of the Board as a whole. (For
more information regarding the Nominating and Corporate
Governance Committee and the nominee selection and evaluation
process, please see Corporate Governance
Committees of the Board Nominating and Corporate
Governance Committee on page 20 of this proxy
statement.)
Based on a review of the background and experiences of the
directors, we believe that each of our directors, including
those proposed for election to the Board at the 2010 annual
meeting, possesses the professional and personal qualifications
necessary for service on the A. H. Belo Board of Directors. In
the individual biographies below, we have highlighted
particularly noteworthy attributes of each Board member. In
addition, we note that several of our directors based on their
length of service to the Company, including prior to the 2008
spin-off of the Company by Belo Corp., have significant exposure
to both our business and the communities in which we operate.
Nominees
for A. H. Belo Directors
The following candidates are nominated by the Board and each is
an incumbent director and will be eligible to serve a three-year
term until the 2013 annual meeting. The independence of each
incumbent director is addressed under Corporate
Governance Director Independence on
page 19 of this proxy statement.
Each independent director serves on each of the three standing
committees of the Board (Audit, Compensation, and Nominating and
Corporate Governance). Mr. Decherd and Mrs. Herndon do
not serve on any standing committee of A. H. Belos Board
of Directors.
12
Class II Directors (Current terms expire at A. H.
Belos 2010 annual meeting)
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Laurence E. Hirsch
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Director since December 2007
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Age 64
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Larry Hirsch is the chairman of Eagle Materials Inc., a
construction products company, a position he has held since July
1999. He is also the chairman of Highlander Partners, L.P., a
private equity firm. Larry is the former chairman and chief
executive officer of Centex Corporation, one of the
nations largest homebuilders. He was chief executive
officer of Centex from July 1988 through March 2004 and chairman
of the board from July 1991 through March 2004. Larry serves as
chairman of the Center for European Policy Analysis in
Washington, D.C. and as a director of the Federal Home Loan
Mortgage Corporation (Freddie Mac). Larry served as a director
of Belo Corp. from August 1999 through January 2008. As a
result of these experiences and others, Larry possesses
extensive business and leadership experience in public
companies, and knowledge and background in accounting, finance
and tax. As a result of such experiences, together with his
private equity experience and formal legal training, the
Boards collective qualifications, skills and experiences
are strengthened.
|
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John P. Puerner
|
|
Director since May 2008
|
Age 58
|
|
Nominating and Corporate Governance Committee Chairman
Lead Director
|
|
|
|
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|
John Puerner is a private investor whose professional career was
spent primarily with Tribune Company. He served as publisher,
president and chief executive officer of the Los Angeles
Times from April 2000 to May 2005, when he retired from
Tribune. Before that, John was publisher, president and chief
executive officer of the Orlando Sentinel and vice
president and director of marketing and development for the
Chicago Tribune. He held a number of corporate staff
positions in finance and strategic planning starting in 1979
when he joined Tribune. Johns extensive experience in
journalism and specifically, the newspaper industry, combined
with his business leadership roles while at Tribune Company, and
his finance background (including a masters of business
administration, and roles in financial planning and analysis)
all add to the Boards collective qualifications, skills
and experiences.
|
The Board of Directors recommends a vote FOR
Proposal One for the election of each of the nominees.
13
Directors
Continuing in Office
Information regarding our directors continuing in office is
provided below.
Class III
Directors (Terms expire at A. H. Belos 2011 annual
meeting)
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Robert W. Decherd
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Director since December 2007
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Age 58
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Robert Decherd has served as A. H. Belos chairman,
president, and Chief Executive Officer since December 2007 and
has served as non-executive chairman of Belo Corp. since
February 2008. During his 35-year career with Belo Corp., he
held several executive positions, including: chairman and chief
executive officer from January 1987 through January 2008;
president from January 1985 through December 1986 and again from
January 1994 through February 2007; and chief operating officer
from January 1984 through December 1986. Robert has been a
member of the Board of Directors of Kimberly-Clark Corporation
since 1996, and served as that companys Lead Director from
2004-2008. He serves on the Advisory Council for Harvard
Universitys Center for Ethics and the Board of Visitors of
the Columbia University Graduate School of Journalism. From
2002 to March 2006, he served as a member of the FCCs
Media Security and Reliability Council, which was part of former
President Bushs Homeland Security initiative. As a result
of these and other professional experiences, Robert possesses
extensive knowledge and experience in the media industry, as
well as with related regulatory agencies and industry
organizations. Robert also has significant public company board
experience (including lead director and audit committee
chairmanship experience), all of which serve to strengthen the
Boards collective qualifications, skills, and experience.
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Tyree B. (Ty) Miller
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Director since May 2009
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Age 56
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Audit Committee Chairman (May 2010)
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Ty Miller serves as President of A. G. Hill Partners, LLC, a
Dallas-based investment firm, and has been a General Partner of
COMM Ventures, Inc. from November 2007 to present. Ty has also
served as a director of PreCash, Inc. since September 2005. From
October 2005 until February 2008, Ty was a Venture Partner
with Austin Ventures, a venture capital firm. He served as
president and chief executive officer of Bank One Global
Treasury Services, a unit of Banc One Corporation, from 2000
until the business merged with JPMorgan Chase in July 2004.
During his 28-year career with Bank One, Ty held several
executive positions, including chairman and chief executive
officer of Bank One, Texas NA from 1998 to 2000. He currently
serves on the executive board of Cox School of Business at
Southern Methodist University. Ty served as a director and
chairman of Paymetric, Inc. from September 2004 to February 2009
and as a director of Corillian Corp. from April 2005 to May 2007
and VISA USA from 2001 through 2003. He was on the executive
committee of The Clearing House Payment Company, New York,
from 2001-2004. Ty possesses extensive experience in financial
services, private equity and money management. That experience,
combined with his business leadership roles, accounting and
finance background (including a masters of business
administration), and public and private company board experience
(including audit committee and compensation committee
experience) combine to strengthen the Boards collective
qualifications, skills, and experience.
|
14
Class I
Directors (Terms expire at A. H. Belos 2012 annual
meeting)
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Douglas G. Carlston
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Director since December 2007
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Age 62
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Compensation Committee Chairman
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Doug Carlston serves as chief executive officer of Tawala
Systems, an Internet technology company he co-founded in 2005.
Previously, Doug co-founded in 1980 Brøderbund Software,
one of the worlds leading publishers of productivity and
educational software, and served as chief executive officer from
1981 until 1996 and as chairman of the board from 1981 until
1998. Doug currently serves on the boards of the Albanian
American Enterprise Fund, the Ploughshares Fund, Tides Advocacy
Fund, MoveOn PAC, and the Long Now Foundation. He is a member
of the Committee on University Resources of Harvard University
and the Board of Advisors of Johns Hopkins School of Advanced
International Studies. Doug previously served as chairman of
the board of Public Radio International and as a director of the
Santa Fe Institute. Doug also served on the Board of Directors
of Belo Corp. from July 2007 through January 2008. Doug has
significant experience in founding and developing technology
companies that provide Internet applications, tools, software
and multimedia publishing. He has served on boards of public
and private companies engaged in the business of broadband
enhanced television tools, Web tools for public radio stations,
and software development. His extensive experience in these
technology businesses, together with his experience in finance
and accounting (having served on audit committees of three
public companies) and his legal training, strengthen the
Boards collective qualifications, skills and experiences.
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Dealey D. Herndon
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Director since December 2007
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Age 63
|
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Dealey Herndon is a project management expert with a specialty
in project and construction management of large historic
preservation projects. She is currently employed by the State
Preservation Board of the State of Texas as project manager for
the Governors Mansion Restoration following a major fire
in 2008. From 1995 until the business was sold in 2006, she was
president and majority owner of Herndon, Stauch &
Associates, an Austin-based firm that managed commercial,
public, and non-profit construction projects. From 1991 to
1995, she was executive director of the State Preservation Board
of the State of Texas and managed the comprehensive Texas
Capitol Preservation and Extension Project through its
completion. Dealey served as a member of the Brackenridge Tract
Task Force for the University of Texas System (2007-2008) and
was a member of the University of Texas at Austin Development
Board (2007-2009). Dealey has served as a director of Belo
Corp. since 1986 and is a trustee emeritus of the National Trust
for Historic Preservation. In addition to her knowledge of the
Company, its business and the media industry gained through her
service to the Belo Corp. board, Dealeys leadership and
project management skills in overseeing major construction and
restoration projects, insight and experience gained through the
development and management of her own business, and her
significant experience serving as a director of public and
private companies and non-profit organizations (including audit
committee service), strengthen the Boards collective
qualifications, skills, and experience.
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15
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David R. Morgan
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Director since May 2008
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Age 46
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Dave Morgan is the chief executive officer of Simulmedia, Inc.,
a New York City-based media technology company he founded in
2008. He is the former executive vice president/Global
Advertising Strategy for AOL, a position he held from September
2007 until February 2008. In September 2007, Time Warner
acquired TACODA, an Internet behavioral targeting company that
Dave founded and led as chief executive officer beginning in
2001. From 1995-2001, Dave was founder and chief executive
officer of Real Media, Inc., and prior thereto, Dave served as
general counsel and director of New Media Ventures for the
Pennsylvania Newspaper Association. Dave is a member of the
Board of Directors of the American Press Institute. Dave has
significant experience in founding, developing, and marketing
media-related technology companies. A lawyer by training,
Daves early experience with a newspaper associations
new media ventures led him to becoming an entrepreneur focused
on media-related businesses. Daves extensive leadership
experience in the media industry and in media-related technology
companies strengthens the Boards collective
qualifications, skills and experience.
|
16
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP served as A. H. Belos independent auditors for
the fiscal year ended December 31, 2009. Ernst &
Young LLP served as our independent public accounting firm from
February 2008 through March 2009. The Audit Committee has
appointed KPMG LLP to serve in such capacity for 2010, and as a
matter of good corporate governance has determined to submit the
appointment of KPMG LLP for ratification by the shareholders. If
the shareholders do not ratify the appointment of KMPG LLP, the
Audit Committee will consider the appointment of other
independent registered public accounting firms.
Representatives of KPMG LLP will be present at the annual
meeting. They will have the opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions presented at the annual meeting.
The table below sets forth the KPMG LLP and Ernst &
Young LLP fees related to the audit of our financial statements
for the fiscal year ended December 31, 2009, and
December 31, 2008 and the reviews of our financial
statements for the quarterly periods within those fiscal years:
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2009
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2008(1)(2)
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Audit Fees (consists of the audit of the annual consolidated
financial statements, reviews of the quarterly consolidated
financial statements, procedures to attest to the Companys
compliance with Section 404 of the Sarbanes-Oxley Act of
2002, and assistance with SEC filings)
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$
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513,436
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$
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871,398
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Audit-Related Fees (consists of audits of employee benefit plans)
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$
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81,600
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$
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35,900
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Tax Fees (consists of assistance with the preparation of federal
and state tax returns for fiscal 2009 and 2008, and
consultations related to the tax implications of certain
transactions and consulting on various matters in fiscal 2009
and 2008)
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$
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198,255
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$
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10,000
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All Other Fees(3)
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$
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74,900
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$
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(1) |
|
Prior to the distribution of A. H. Belo common stock on
February 8, 2008, all fees for services performed by
Ernst & Young LLP for Belo Corp. and its subsidiaries
were billed to and paid for by Belo Corp. Belo then allocated
these fees to its subsidiaries, including the Company. The
amount set forth in this column represents the portion of these
fees that were allocated to the Company for fiscal year 2007. |
|
(2) |
|
In addition to amounts allocated to the Company by Belo Corp. as
noted in footnote (1), Audit Fees include $75,000 paid by A. H.
Belo in 2008 to Ernst & Young LLP in connection with
the audit of its financial statements included in its Annual
Report on
Form 10-K
for fiscal year 2007; Audit-Related Fees in 2008 consist of
consultations on financial accounting and reporting, and an
annual subscription to EYOnline. |
|
(3) |
|
All Other Fees for 2009 consist of fees for services performed
by Ernst & Young LLP related to the restatement
of the Companys consolidated financial statements for the
year ended December 31, 2008 and quarters ended
March 31, June 30, and September 30, 2008. |
The Audit Committee has adopted a policy and procedures that set
forth the manner in which the Audit Committee will review and
approve all services to be provided by KPMG LLP before the firm
is retained to provide such services. The policy requires Audit
Committee pre-approval of the terms and fees of the annual audit
services engagement, as well as any changes in terms and fees
resulting from changes in audit scope or other items. The Audit
Committee also pre-approves, on an annual basis, other audit
services, and audit-related and tax services set forth in the
policy, subject to estimated fee levels pre-approved by the
Committee. Any other services to be provided by the independent
auditors must be separately pre-approved by the Audit Committee.
In addition, if the fees for any pre-approved services are
expected to exceed by 5% or more the estimated fee levels
previously approved by the Audit Committee, the services must be
separately pre-approved by the Committee. As a general
guideline, annual fees paid to the independent auditors for
services other than audit, audit-related, and tax services
should not exceed
17
one-half the dollar amount of fees to be paid for these three
categories of services collectively. The Audit Committee has
delegated to the Committee Chairman and other Committee members
the authority to pre-approve services in amounts up to $500,000
per engagement. Services pre-approved pursuant to delegated
authority must be reported to the full Committee at its next
scheduled meeting. The Companys Chief Financial Officer
reports periodically to the Audit Committee on the status of
pre-approved services, including projected fees.
All services provided by and all fees paid to Ernst &
Young LLP prior to the spin-off on February 8, 2008 were
approved by the Belo Corp. Audit Committee in accordance with
Belo Corp.s pre-approval policy. All services provided by
and all fees paid to Ernst & Young LLP subsequent to
February 8, 2008 were approved by our Audit Committee in
accordance with our pre-approval policy. KPMG LLP has served as
the Companys independent public accounting firm since
March 31, 2009. All services provided by and all fees paid
to KPMG LLP in 2009 were approved by our Audit Committee in
accordance with our pre-approval policy.
Vote
Required for Approval
The affirmative vote of a majority of the voting power
represented at the annual meeting and entitled to vote on this
proposal is required for approval.
The Board of Directors recommends a vote FOR
Proposal Two for the ratification of the appointment of
KPMG LLP as A. H. Belos independent registered public
accounting firm.
18
CORPORATE
GOVERNANCE
Introduction
Our Board periodically reviews and evaluates A. H. Belos
corporate governance policies and practices in light of the
Sarbanes-Oxley Act of 2002, SEC regulations implementing this
legislation, corporate governance listing standards adopted by
the New York Stock Exchange (NYSE), and evolving
best practices. The Board has formalized its corporate
governance guidelines, approved a code of business conduct and
ethics applicable to A. H. Belos directors, management and
other A. H. Belo employees, and adopted a charter for each Board
committee. The Nominating and Corporate Governance Committee
reviews A. H. Belos corporate governance guidelines and
Board committee charters annually and recommends changes to the
Board as appropriate. Our corporate governance documents are
posted on our Web site at www.ahbelo.com under
About A. H. Belo Corporate Governance,
and are available in print, without charge, upon written or oral
request to A. H. Belo Corporation, Attention: Daniel J.
Blizzard, Secretary, P. O. Box 224866, Dallas, Texas
75222-4866,
(214) 977-8200.
A. H. Belos corporate governance documents codify our
existing corporate governance practices and policies.
Director
Independence
To assist it in making determinations of a directors
independence, the Board has adopted independence standards,
which are set forth in A. H. Belos corporate governance
guidelines, the applicable portion of which is attached to this
proxy statement as Appendix B. These standards incorporate
the director independence criteria included in the NYSE listing
standards, as well as additional, more stringent criteria
established by the Board. The Board has determined that the
following directors are independent under these standards: Doug
Carlston, Larry Hirsch, Ty Miller, Dave Morgan, John Puerner and
Don Williams. Each of the Audit, Compensation, and Nominating
and Corporate Governance Committees is composed entirely of
independent directors. In accordance with SEC requirements, NYSE
listing standards and the independence standards set forth in A.
H. Belos corporate governance guidelines, all members of
the Audit Committee meet additional independence standards
applicable to audit committee members.
Meetings
of the Board
The Board held six meetings in 2009. Each director attended at
least 75% of the aggregate of (1) the total number of
meetings held by the Board and (2) the total number of
meetings held by all committees on which he or she served.
Directors are expected to attend annual meetings of
shareholders, and all of the current directors attended the 2009
annual meeting of shareholders.
Committees
of the Board
Each of the Boards three standing committees currently
consists of Doug Carlston, Larry Hirsch, Ty Miller, Dave Morgan,
John Puerner and Don Williams, each of whom is an independent
director under the NYSE listing standards and under the
independence standards set forth in A. H. Belos corporate
governance guidelines. The Board has three standing committees,
as follows:
Audit Committee. Don Williams chairs the Audit
Committee. Ty Miller will become chair of the Audit Committee
effective with the 2010 annual meeting of shareholders. The
Audit Committee is responsible for the appointment, compensation
and oversight of the independent auditors. The Audit Committee
also represents the Board in overseeing A. H. Belos
financial reporting processes, and, as part of this
responsibility, consults with our independent auditors and with
personnel from A. H. Belos internal audit and financial
staffs with respect to corporate accounting, reporting, and
internal control practices. The Audit Committee met eight times
during 2009.
As specified in the Audit Committee Charter, one of the specific
duties and responsibilities of the Audit Committee is to review
and discuss the Companys policies with respect to risk
assessment and risk management. To facilitate and assist the
Audit Committee with its risk oversight responsibilities, the
Audit Committee, at least annually, receives a report from
Company management regarding its enterprise risk assessment and
discusses the findings with management. The report identifies
areas of enterprise risk, and
19
aligns managerial and Board-level oversight, including at the
Board committee level, and responsibility with the type of risk.
The Board has determined that each member of the Audit Committee
meets both the SEC and the NYSE standards for independence. In
addition, the Board has determined that at least one member of
the Audit Committee meets the NYSE standard of having accounting
or related financial management expertise. The Board has also
determined that at least one member of the Audit Committee, Ty
Miller, meets the SEC criteria of an audit committee
financial expert.
Compensation Committee. Doug Carlston chairs
the Compensation Committee. The Compensation Committee evaluates
the performance of the Chief Executive Officer and sets his
compensation level based on this evaluation. The Compensation
Committee makes recommendations to the Board for base salaries
of other executive officers and compensation for non-management
directors, approves bonus levels and stock option awards for
executive officers, and administers, among other plans, the
Companys 2008 Incentive Compensation Plan, the A. H. Belo
Savings Plan, the A. H. Belo Change in Control Severance Plan,
the A. H. Belo Pension Transition Supplement Plan, and the A. H.
Belo Pension Transition Supplement Restoration Plan. It also has
responsibility for senior executive succession planning. The
Compensation Committee met six times during 2009.
To assist the Committee and management in assessing and
determining appropriate, competitive compensation for our
executive officers, the Committee annually engages an outside
compensation consultant. Beginning in February 2008, the
Compensation Committee engaged Mercer Human Resources Consulting
(Mercer), a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc. (Marsh),
as its compensation consultant. The scope of Mercers
engagement was to undertake a comprehensive review of A. H.
Belos executive and board of director compensation
programs, and to assist the Committee in executive compensation
recommendations for 2008 and 2009. For additional information
regarding the operation of the Compensation Committee, including
the role of consultants and management in the process of
determining the amount and form of executive compensation, see
the Companys Compensation Discussion and Analysis below.
Mercers fees for executive compensation consulting to the
Committee in 2009 were $27,213. During 2009, the Company also
retained Mercer and its Marsh affiliates to provide other
services, unrelated to executive compensation. The aggregate
2009 expense for these other services was $449,438. Besides
Mercers consulting services for executive compensation,
Marsh or one of its affiliate companies provided services
related to post-retirement benefit auditing and compliance,
processing of employee benefits data, and insurance brokerage
services. The foregoing amount is exclusive of insurance
premiums.
Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee is chaired by John Puerner, who also serves
as Lead Director. The responsibilities of the Nominating and
Corporate Governance Committee include the identification and
recommendation of director candidates and the review of
qualifications of directors for continued service on the Board.
The Nominating and Corporate Governance Committee also has
responsibility for shaping A. H. Belos corporate
governance practices, including the development and periodic
review of the corporate governance guidelines and the Board
committee charters. The Nominating and Corporate Governance
Committee met four times during 2009.
In evaluating director nominees, the Nominating and Corporate
Governance Committee considers a variety of criteria, including
an individuals character and integrity; business,
professional, and personal background; skills; current
employment; community service; and ability to commit sufficient
time and attention to the activities of the Board. It may also
take into account any specific financial, technical or other
expertise and the extent to which such expertise would
complement the Boards existing mix of skills and
qualifications. The Committee considers these criteria in the
context of the perceived needs of the Board as a whole and seeks
to achieve a diversity of backgrounds and perspectives on the
Board. The Board does not have a formal diversity policy, but
does endeavor to comprise itself of members with a broad mix of
professional and personal backgrounds.
The Nominating and Corporate Governance Committee employs a
variety of methods for identifying and evaluating director
nominees. The Committee reviews the size and composition of the
Board as part of the
20
annual Board evaluation process and makes recommendations to the
Board as appropriate. If vacancies on the Board are anticipated,
or otherwise arise, the Nominating and Governance Committee
considers various potential candidates for director. Candidates
may come to the Committees attention through current Board
members, shareholders or other persons.
The policy of the Nominating and Corporate Governance Committee,
as set forth in A. H. Belos corporate governance
guidelines, is to consider a shareholders recommendation
for nominee(s) when the shareholder supplies the information
required for director nominations under the advance notice
provisions set forth in Article II of A. H. Belos
bylaws within the time periods set forth in such Article of the
bylaws. Shareholders desiring to submit a nomination for
director should consult A. H. Belos bylaws, which are
available upon request, for more specific information prior to
submitting a nomination. The Committee evaluates
shareholder-recommended nominees based on the same criteria it
uses to evaluate nominees from other sources.
After the Nominating and Corporate Governance Committee
identifies a potential candidate, there is generally a mutual
exploration process, during which A. H. Belo seeks to learn more
about a candidates qualifications, background, and level
of interest in A. H. Belo, and the candidate has the opportunity
to learn more about A. H. Belo. A candidate may meet with
members of the Nominating and Corporate Governance Committee,
other directors, and senior management. Based on information
gathered during the course of this process, the Nominating and
Corporate Governance Committee makes its recommendation to the
Board. If the Board approves the recommendation, the candidate
is nominated for election by A. H. Belos shareholders. On
occasion, the Board elects a director between annual meetings of
shareholders. In those instances, the new director is nominated
for re-election by A. H. Belos shareholders at the first
annual meeting after his or her interim election to the Board.
The Board convenes executive sessions of non-management
directors without Company management at each regularly-scheduled
meeting. The Lead Director is responsible for presiding at the
executive sessions of the non-management directors. In addition,
the independent directors meet in executive session at least
annually. Board committee chairs preside at executive sessions
of their respective committees.
Board
Leadership Structure
Currently, Robert Decherd serves as Chairman of the Board and
Chief Executive Officer (CEO). The Board believes
that the Company and its shareholders are best served by a
leadership structure in which Mr. Decherd serves as
Chairman and CEO and the Board has an independent Lead Director.
Combining the roles of Chairman and CEO makes clear that the
person serving in these roles has primary responsibility for
managing the Companys business, under the oversight and
review of the Board. Under this structure, the Chairman and CEO
chairs Board meetings, where the Board discusses strategic and
business issues. The Board believes that this approach makes
sense because the CEO is the individual with primary
responsibility for implementing the Companys strategy and
managing its
day-to-day
operations. This structure also enables the CEO to act as a
bridge between management and the Board, helping both to act
with a common purpose.
At the same time, the Board believes that strong, independent
Board leadership is a critical aspect of effective corporate
governance. Accordingly, to provide independent leadership, the
Board has established the position of Lead Director. The Lead
Director is an independent director elected annually by the
independent directors. John Puerner currently serves as the Lead
Director. The Lead Directors responsibilities and
authority include:
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presiding at meetings of the Board at which the Chairman and CEO
is not present, including executive sessions of the independent
directors;
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having the authority to call executive sessions of the
independent directors;
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serving as a liaison between the Chairman and CEO and the
independent directors;
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advising on the flow of information sent to the Board, and
reviewing the agenda, materials and schedule for Board
meetings; and
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being available for consultation and communication with major
shareholders, as appropriate.
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The Board believes that a combined Chairman/CEO, together with a
Lead Director, is the most appropriate leadership structure for
the Board at this time. The Board also believes that it is in
the best interests of the Company for the Board to make a
determination about whether to separate or combine the roles of
Chairman and CEO based upon the Companys circumstances at
a particular time. Rather than taking a one-size fits
all approach to Board leadership, the Companys
Bylaws permit the roles of Chairman and CEO to be filled by the
same or different individuals. This allows the Board flexibility
to determine whether the roles should be combined or separated
based upon the Companys needs.
The Board evaluates the continued appropriateness of its
leadership structure from time to time. In addition, the Board
believes that the issue of Board leadership is part of the
succession planning process, and considers its leadership
structure as part of the process of planning for succession to
the positions of Chairman and CEO.
Audit
Committee Report
As described more fully in our written charter, which is posted
on our Web site at www.ahbelo.com under About
A. H. Belo Corporate Governance, the
Audit Committee represents the Board in its oversight of A. H.
Belos financial reporting processes. In this context, the
Audit Committee has reviewed and discussed with management and
KPMG LLP, our independent auditors, A. H. Belos audited
consolidated financial statements and the audit of the
effectiveness of A. H. Belos internal control over
financial reporting. The Audit Committee has discussed with KPMG
LLP various matters, including the firms judgments as to
the quality of A. H. Belos accounting principles and other
matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as
amended (AICPA, Professional Standards, Vol. 1, AU
section 380), as adopted by the Public Company Accounting
Oversight Board (PCAOB) in Rule 3200T. In
addition, the Audit Committee has received from KPMG LLP the
written disclosures and the letter required by applicable
requirements of the PCAOB regarding their communications with
the Audit Committee concerning independence, and has discussed
with the firm its independence from A. H. Belo and our
management team.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board, and the Board has
approved, that the audited consolidated financial statements be
included in A. H. Belos Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, for filing
with the SEC.
Respectfully submitted,
Audit
Committee
J. McDonald Williams, Chairman
Douglas G. Carlston
Laurence E. Hirsch
Tyree B. Miller
David R. Morgan
John P. Puerner
Communications
with the Board
The Company has a process for shareholders and other interested
parties to communicate with the Board. These parties may
communicate with the Board by writing
c/o the
corporate Secretary, P. O. Box 224866, Dallas, Texas
75222-4866.
Communications intended for a specific director or directors
(such as the Lead Director or non-management directors) should
be addressed to his, her, or their attention
c/o the
corporate Secretary at this address. Communications received
from shareholders are provided directly to Board members at, or
as part of the materials mailed in advance of, the next
scheduled Board meeting following receipt of the communications.
The Board has authorized management, in its discretion, to
forward communications on a more expedited basis if
circumstances warrant or to exclude a communication if it is
illegal, unduly hostile or threatening, or similarly
inappropriate. Advertisements, solicitations for periodical or
other subscriptions, and other similar communications generally
are not forwarded to the directors.
22
EXECUTIVE
OFFICERS
A. H. Belos executive officers as of
December 31, 2009 were as follows:
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Name
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Office Held as of
December 31, 2009
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Office Held Since
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Robert W. Decherd
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Chairman of the Board, President and Chief Executive Officer
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2007
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(1)
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James M. Moroney III
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Executive Vice President Publisher and
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2007
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(2)
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Chief Executive Officer, The Dallas Morning News
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Donald F. (Skip) Cass, Jr.
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Executive Vice President
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2007
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(3)
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Alison K. (Ali) Engel
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Senior Vice President/Chief Financial Officer and Treasurer
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2007
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(4)
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Daniel J. Blizzard
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Senior Vice President and Secretary
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2007
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(5)
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(1) |
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Member of the Board of Directors. (See Proposal One:
Election of Directors above for additional information.) |
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Jim Moroney, age 53, has served as executive vice president
of A. H. Belo since December 2007 and continues to serve as
publisher and Chief Executive Officer of The Dallas Morning
News, a position he has held since June 2001. Jim
currently serves on the Board of Belo Corp. Previously, Jim held
several executive positions with Belo Corp., including president
of Belo Interactive, Inc. from its formation in May 1999 until
June 2001, and executive vice president of Belo Corp. from July
1998 through December 1999, with responsibilities for Finance,
Treasury, and Investor Relations. Jim presently serves on the
boards of the Newspaper Association of America, Cistercian
Preparatory School in Dallas and the State Fair of Texas. Jim
joined A. H. Belo in December 2007. |
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Skip Cass, age 44, served as executive vice president of
the Company from December 2007 through December 2009, and
had responsibility for Belo Interactive Media, Business
Development and Belo Technologies. He served as Secretary of the
Company from December 2007 through September 2009. Prior, Skip
was executive vice president of Belo Corp. from March 2007
through January 2008, overseeing its Belo Interactive Media and
Business Development activities. During his career with Belo
Corp., Skip held several executive positions, including
executive vice president/Media Operations from February 2006
through February 2007. He also served as senior vice president
from February 2000 through January 2006, which included
responsibility for corporate communications from February 2000
through January 2002, and operating responsibility for The
Press-Enterprise from January 2000 to January 2006 and for
Belo Corp.s Arizona broadcast operations from January 2002
to January 2006. Skip joined A. H. Belo in December 2007. |
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(4) |
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Ali Engel, age 39, has been senior vice president/Chief
Financial Officer and Treasurer of the Company since December
2007. From 2003 through January 2008, Ali held various senior
positions with Belo Corp., serving as its vice
president/Corporate Controller from January 2006 through January
2008 and as its director/accounting operations and corporate
controller from February 2005 to December 2005. From 2000 to
2003, Ali was the assistant controller for EXE Technologies,
Inc. Ali is a certified public accountant and has more than
15 years of financial management experience at diversified
multi-unit
business organizations and PricewaterhouseCoopers. Ali joined A.
H. Belo in December 2007. |
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Dan Blizzard, age 51, has served as Secretary of A. H. Belo
since October 2009 and continues to serve as senior vice
president of the Company, a position he has held since December
2007. He was vice president/Operations of Belo Corp. from
January 2001 through January 2008 and also served as executive
vice president/real estate for its subsidiary, Belo Investment
Corporation, from January 2007 through January 2008. Prior, Dan
served as director/procurement for The Dallas Morning News
from May 1999 until 2001. He has recently served as chairman
of the board of DowntownDallas and is a board member of the City
Center TIF District, Downtown Connection TIF District, and the
Downtown Dallas Development Authority. Dan joined A. H. Belo in
December 2007. |
23
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The following executive summary highlights and summarizes
information from this Compensation Discussion and Analysis and
does not purport to contain all of the information that is
necessary to gain an understanding of our executive compensation
policies and decisions. Please carefully read the entire
Compensation Discussion and Analysis section and the
compensation tables that follow for a more complete
understanding of our executive compensation program.
Overview
A. H. Belo is one of the leading independent newspaper
publishers in the United States, anchored by three award-winning
daily newspapers and related online businesses. A. H. Belo
became a separate public company following its spin-off from
Belo Corp. on February 8, 2008.
The newspaper industry continues to experience substantial
change caused by factors such as the effect of the Internet and
other transformational technologies on consumers and advertisers
and the rapid ascent of new media businesses. These business
challenges have become more pronounced given the impact of the
recent economic conditions in the U.S. and the additional
stresses that these economic conditions continue to place on our
advertisers and consumers. From an executive compensation
perspective, this challenging business environment underscores
the importance of retaining both experienced and high-potential
executives, and rewarding superior individual performance that
may not presently be reflected in the Companys stock
price, revenues or operating profit.
The significant downturn in the U.S. economy that began
during 2008 and continued into 2009 negatively affected the
Companys revenues, profitability and stock price. As a
result, the Companys senior management and the
Compensation Committee of the Board of Directors (the
Compensation Committee) have made significant
changes to the Companys compensation programs in the past
two years. During 2008, the Company took actions designed to
align expenses with expected lower revenues in 2009, including
actions to lower compensation expense. In September 2008, the
Company amended the A. H. Belo Savings Plan to eliminate the
Companys two percent match under its 401(k) plan, and
instead provided for a discretionary Company profit sharing
contribution that will depend on the Companys
profitability. In addition, the Company announced in October
2008 a wage freeze that impacted all levels of the organization,
including our executive officers.
As economic conditions deteriorated in 2009, the Compensation
Committee and senior management took additional steps to respond
to declining revenues. Effective January 1, 2009, the
Company adopted the A. H. Belo Severance Plan (2009
Severance Plan) to provide for a severance framework
applicable both to employees generally and to our executive
officers. The benefits payable under the 2009 Severance Plan
represent a reduction from the Companys prior severance
guidelines. In addition, on March 31, 2009, the Company
approved an amendment to the A. H. Belo Corporation Change in
Control Severance Plan (CIC Plan) to, among other
things, reduce the severance multiple payable under that plan.
And in April, the Company suspended the discretionary match in
the A. H. Belo Savings Plan and contributions to the Pension
Transition Supplement Plan (PTS Plan) and the
Pension Transition Supplement Restoration Plan (PTS
Restoration Plan).
The Compensation Committee and senior management also took
action to reduce the base salary levels of all employees earning
over $25,000, with the greatest reductions implemented for our
named executive officers. In the face of these unprecedented
industry conditions compounded by the downturn in the
U.S. economy generally, the Companys top management
with the support of the Compensation Committee continues to
proactively address executive compensation policies and
practices in a manner that considers both the interests of
shareholders and the need to retain a talented and experienced
management team.
Overview
of Compensation Program
The Compensation Committee oversees the Companys overall
compensation structure, policies and programs, and has
responsibility for establishing, implementing and continually
monitoring adherence to the Companys compensation
philosophy. The primary management liaisons to the Committee in
2009 were the Companys Chief Executive Officer, Robert
Decherd, and its senior vice president, Dan Blizzard.
24
Objectives
of Our Program
Following the spin-off from Belo Corp. in 2008, A. H. Belo
adopted compensation policies to achieve the following
objectives:
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establish a competitive compensation program;
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attract and retain high-caliber executive talent in positions
that most directly affect the Companys overall performance;
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motivate and reward executives for achievement of the
Companys financial and non-financial performance
objectives;
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encourage coordinated and sustained effort toward maximizing the
Companys value to its shareholders; and
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align the long-term interests of executives with those of the
Companys shareholders.
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The achievement of some of these objectives has been postponed
due to the difficult economic conditions noted above. However,
decisions made in the past year considered the programs
objectives.
Role of
the Compensation Committee
The Compensation Committee administers our executive
compensation program. The Compensation Committee establishes and
monitors our overall compensation strategy to ensure that
executive compensation supports our business objectives. In
carrying out its responsibilities, the Compensation Committee,
with assistance from its executive compensation consultant,
Mercer, reviews and determines the compensation (including
salary, annual incentive, long-term incentives and other
benefits) of our CEO and the named executive officers of the
Company. References to CEO in this Compensation
Discussion and Analysis (CD&A) are to Robert
Decherd. References to our named executive officers
(NEOs) include Mr. Decherd along with
Messrs. Moroney, Cass and Blizzard, and Ms. Engel. For
a more complete description of the responsibilities of the
Compensation Committee, see Corporate
Governance Committees of the Board beginning
on page 19 of this proxy statement.
Role of
the Compensation Consultant
The Compensation Committee has retained Mercer as its outside
consultant to advise the Compensation Committee on executive
compensation matters. Mercer regularly attends Compensation
Committee meetings, and reports directly to the Compensation
Committee on matters relating to compensation for our executive
officers, including our CEO.
During 2009, the Compensation Committee requested that Mercer:
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assist the Compensation Committee in the review of incentive
plan design, severance programs and related benefit and
perquisite programs;
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present alternatives and assist in developing recommendations
for the Compensation Committee on the size and structure of
long-term incentive awards for our CEO and key executives
officers;
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provide the Compensation Committee ongoing advice and counsel on
market compensation trends, legislative and regulatory updates
and their impact on our executive compensation programs; and
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assist in the preparation of the CD&A.
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Role of
Company Management
The Compensation Committee makes the final decisions on CEO
compensation, with advice from Mercer, as appropriate. Our
senior management, including the CEO, develops preliminary
recommendations regarding compensation matters with respect to
all key executives other than the CEO and provides these
recommendations to the Compensation Committee, which makes the
final decisions. The management team is responsible for the
administration of the compensation programs once Compensation
Committee decisions are finalized.
25
The
Compensation Program
The key components of our current compensation program for our
key executives are:
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Base salary;
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Short-term (annual) cash incentives;
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Long-term, equity-based incentives; and
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Other benefits.
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Following our spin-off in 2008, our overall program was
established in part based on the practices within a group of
comparable newspaper publishing companies. These companies
included the following:
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The E. W. Scripps Company Lee Enterprises, Inc. Journal Register Company Media General, Inc. Gatehouse Media, Inc.
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Sun Times Media Group The McClatchy Company Journal Communications, Inc. The New York Times Company
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Given the business challenges in 2009, the Committee did not
undertake any detailed analysis to calibrate the program
relative to market practices for base salary and annual bonus.
Throughout 2009, the Compensation Committee did review and
monitor, with the assistance of its compensation consultant,
trends in the industry, trends for companies facing similar
business challenges as a result of the economy, and trends in
the market generally to determine appropriate compensation
policies and recommendations to address deteriorating market and
economic conditions.
As a result, salary reductions were implemented and the annual
bonus program was in effect suspended as the Committee and
senior management focused on actions to align the Companys
expenses with declining revenues. With respect to long-term
incentive awards, the Committee and senior management utilized
selected information provided by Mercer regarding approaches
being used by other leading newspaper publishing companies.
However, as described further below, final decisions and timing
regarding any long-term incentive awards were guided primarily
by balancing cost, dilution and retention considerations.
Base
Salary
Base salary is designed to compensate our key executives in part
for their roles and responsibilities and also to provide a
stable level of compensation that serves as a retention tool
throughout the executives career. Assuming a normal
operating environment, salaries are targeted at the median of
the market for similar positions in the peer companies. Prior to
2008, adjustments were made annually based on individual
performance.
As mentioned earlier, salary reductions were implemented
throughout most of the Company in 2009 as A. H. Belo worked
aggressively to match its costs to declining revenues. Based on
managements recommendation, the salary of our CEO was
reduced by 20%, and the salaries for our other NEOs were reduced
by 15%. While a number of other companies in our industry either
froze or reduced salaries, these reductions at A. H. Belo were
as great or greater than any other leading company in the
industry. The result of these reductions is that base salaries
for our CEO and other NEOs are below the median of the market.
Incentive
Programs Overview
The formal structure of A. H. Belos executive compensation
program is set forth in the A. H. Belo 2008 Incentive
Compensation Plan and administered by the Compensation
Committee. This plan was approved by shareholders in 2009. The
Company refers to the Incentive Compensation Plan as the ICP.
The A. H. Belo ICP provides for two elements of compensation:
short-term cash incentives (performance bonus), and long-term
equity-based compensation. Awards under the ICP are supplemental
to an ICP participants base salary. Officers of A. H. Belo
and its subsidiaries, including A. H. Belos CEO and its
other NEOs, are eligible to participate in the ICP. Additional
ICP
26
participants may be selected by the Compensation Committee based
on managements evaluation of an individuals ability
to affect significantly A. H. Belos results.
Annual
Cash Incentive Program
Historically, each A. H. Belo executive officer has been
eligible to receive annual cash incentive compensation based on
financial performance objectives established in the annual
financial plan (the Financial Plan) approved by A.
H. Belos Board of Directors. The financial performance
objectives may vary from year to year and reflect the cyclical
nature of A. H. Belos businesses due to fluctuating
advertising demand and changes in newspaper circulation, changes
in media usage habits by consumers and advertisers, and other
competitive conditions, including recruiting and retaining
talent.
Specific
Program for 2009
At the beginning of the year, the Compensation Committee, in
consultation with management and the Committees
consultant, determined that the Companys projected
operating results and the extreme difficulties of the existing
economic environment did not warrant an annual cash incentive
opportunity. Thus, no specific plan was established. The
Compensation Committee at the time reserved the right to make
cash incentive awards at year-end if either the Companys
results for the year represented a significant improvement over
the projected results, or to reward outstanding accomplishments
during the year by a key officer, including any named executive
officer.
Results
for 2009
Although the Companys financial performance met some, but
not all, targets for 2009, the Committees continuing
concerns about the newspaper publishing industry caused them to
suspend annual cash bonuses for 2009.
Long-Term
Equity Incentive Compensation
Historically, as a part of Belo Corp. and in 2008 following the
spin-off, the Company awarded long-term equity incentive grants,
or LTI compensation, to executive officers as part of its
overall compensation program. These awards are designed to offer
competitive compensation that encourages the retention and
motivation of key executives, and rewards them based upon
market-driven results. The ICP provides the Compensation
Committee with discretion to require performance-based standards
to be met before awards vest. According to the ICP structure,
the Compensation Committee determines each executive
officers intended LTI compensation value, then determines
the allocation of the LTI compensation award among three
available types of equity instruments: stock options, time-based
restricted stock units, referred to as TBRSUs, and
performance-related restricted stock units, referred to as
PBRSUs. Stock options encourage and reward stock price
performance, thus aligning the executives interests with
those of shareholders. PBRSUs reward the achievement of A. H.
Belos cumulative annual financial performance goals.
TBRSUs encourage executives to remain with the Company and to
focus on its long-term success. Since the ultimate value of the
LTI compensation awards depends upon the performance of A. H.
Belo common stock, the interests of the A. H. Belo executive
officers are aligned with the financial interests of A. H.
Belos shareholders.
Specific
Program for 2009
No LTI awards were made in 2009. However, as described in last
years CD&A, the Compensation Committee made awards of
stock options to the CEO and the other NEOs in December 2008, in
consideration of 2009 compensation. The Companys executive
officers received option grants in the following amounts: Robert
Decherd 120,000; Jim Moroney 100,000;
Skip Cass 100,000; Ali Engel 90,000; and
Dan Blizzard 50,000. The option awards made in
December 2008 vest 40 percent on the first anniversary of
the date of grant, an additional 30 percent on the second
anniversary, and the remaining 30 percent on the third
anniversary.
In developing the LTI recommendations during 2008, it became
clear that the Compensation Committee had to change its initial
approach of targeting the median in determining the size and
type of LTI awards to ICP participants, otherwise, the resulting
awards would have been too costly and had an excessive dilutive
effect.
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Instead, the Compensation Committee, upon advice of its
compensation consultant, determined that the Compensation
Committee should target aggregate LTI awards for ICP
participants, including its NEOs, that would not result in
approximately more than 5% dilution of the Companys
outstanding Series A Common Stock. Utilizing that pool of
awards, the Compensation Committee, with the assistance of its
compensation consultant, then developed LTI award
recommendations for its NEOs that resulted in award
recommendations at or below the 25th percentile of the
market. The Compensation Committee determined the amount of
Mr. Decherds award, and reviewed and approved the
recommendations of Mr. Decherd for the remaining
participants including the other NEOs. The final awards were
made in stock options, in large part to minimize the expense
associated with the awards.
Although the December 2008 option awards were in consideration
of 2009 compensation, it should be noted that due to new SEC
reporting requirements, the value of these awards are now
reported in the year granted, and as such there are no dollar
amounts reported for 2009 for stock option awards in the Summary
Compensation Table on page 30. The amounts in the Summary
Compensation table for the year 2008, under the column
Option Awards, include the grant date fair value of
these options.
Retirement
Benefits
Prior to the spin-off, Belo Corp. offered pension benefits to
certain of its employees through The G. B. Dealey Retirement
Pension Plan (the Pension Plan). In March 2007, Belo
froze the Pension Plan and all affected employees were provided
with transition benefits. In connection with the Pension Plan
freeze, at the time of the spin-off, A. H. Belo adopted two
separate defined contribution plans which were designed to
provide supplemental pension benefits for all A. H. Belo
employees who were participants in the Pension Plan, including
Messrs. Decherd, Moroney and Cass. The A. H. Belo PTS Plan,
is an account-balance plan intended to qualify under the
provisions of Section 401(a) of the Internal Revenue Code.
The A. H. Belo PTS Restoration Plan, is a non-qualified plan and
is intended to cover any pension supplement payments that exceed
IRS limits to all qualified plan accounts.
Contributions to the PTS Plan and PTS Restoration Plan were
suspended for 2009. For additional discussion of the PTS Plan
and the PTS Restoration Plan, see Post-Employment
Benefits on page 35 of this proxy statement.
Change in
Control and Severance Benefits
Employment Agreements. A. H. Belo does not
have any individual employment agreements with any of its
executive officers.
Change in Control Benefits. The Committee
believes that severance benefits and change of control benefits
are necessary in order to attract and retain the caliber and
quality of executives A. H. Belo needs in its most senior
positions. These benefits are particularly important in an
industry undergoing significant restructuring, providing for
continuity of senior management and helping executives focus on
business results, managing costs, and strategic initiatives. The
levels of payments and benefits available upon termination were
originally set to be comparable to those provided at similar
companies. However, as noted earlier, in March 2009, the Company
reduced the severance benefits payable as part of its ongoing
effort to manage compensation expense. Additional information
regarding the severance and change in control payments,
including a definition of key terms and quantifications of
benefits that would have been received by our NEOs had
termination occurred on December 31, 2009, is found under
Potential Payments on Termination of Employment or Change
in Control at December 31, 2009 table on page 40
of this proxy statement.
2009 Severance Plan. Effective January 1,
2009, the A. H. Belo Management Committee, under the authority
of the Board of Directors, adopted the 2009 Severance Plan which
provides for severance payments for both officers and
non-officer employees of A. H. Belo and its subsidiary companies
in the event of termination of employment due to general
involuntary terminations including, but not limited to,
reduction-in-force
and cost reengineering actions. Under the 2009 Severance Plan,
the NEOs, as well as all vice presidents and above, who are
terminated due to such an action are eligible for a lump sum
severance pay plus a certain amount of benefits coverage. For
additional discussion, see Termination of Employment and
Change in Control Arrangements at page 37 of this proxy
statement.
28
Tax
Treatment
Under section 162(m) of the Internal Revenue Code, the
Company generally receives an annual federal income tax
deduction for compensation paid to the CEO and the other three
most highly paid executives (excluding the CFO) only if the
compensation is less than $1 million or is
performance-based. The applicable awards granted under the ICP
qualify as performance-based compensation and thus typically are
fully tax-deductible for the Company, except for TBRSUs. The
Compensation Committee intends to continue seeking a tax
deduction to the extent possible for all executive compensation,
as long as it is in the best interests of A. H. Belo and its
shareholders.
Compensation
Committee Interlocks and Insider Participation
Doug Carlston (Chairman), Larry Hirsch, Ty Miller, Dave Morgan,
John Puerner and Don Williams served as members of A. H.
Belos Compensation Committee during 2009. No member of the
A. H. Belo Compensation Committee during 2009 was a current or
former officer or employee of A. H. Belo or had any relationship
with A. H. Belo requiring disclosure under Director
Compensation Certain Relationships. None of A.
H. Belos executive officers served as a director or as a
member of the compensation committee (or other committee serving
an equivalent function) of any other entity that had an
executive officer serving as a director or as a member of A. H.
Belos Compensation Committee during 2009.
Compensation
Committee Report
In accordance with its written charter adopted by our Board of
Directors, the Compensation Committee has oversight of the
Companys overall compensation structure, policies and
programs. In exercising its oversight responsibility, the
Committee has retained a compensation consultant to advise the
Committee regarding market and general compensation trends.
The Committee, after consultation with its compensation
consultant, has reviewed and discussed the CD&A with
management, which has the responsibility for preparing the
CD&A. Based upon this review and discussion, the Committee
recommended to the Board that the CD&A be included in this
proxy statement and incorporated by reference in the
Companys Annual Report on
Form 10-K
filed with the Securities and Exchange Commission for the fiscal
year ended December 31, 2009.
COMPENSATION
COMMITTEE
Douglas G. Carlston, Chairman
Laurence E. Hirsch
Tyree B. Miller
David R. Morgan
John P. Puerner
J. McDonald Williams
29
SUMMARY
COMPENSATION TABLE
The following information summarizes annual and long-term
compensation awarded to, earned by or paid to A. H. Belos
principal executive officer, principal financial officer and its
three other most highly-paid executive officers (the named
executive officers or NEOs) for services in
all capacities to A. H. Belo for the years ended
December 31, 2009 and 2008, respectively.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation
Table
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Compensation
|
|
Compen-
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Earnings
|
|
sation
|
|
Compensation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)(3)
|
|
($)(4)
|
|
($)(5)
|
|
($)(6)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
|
2009
|
|
|
$
|
480,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
137,241
|
|
|
$
|
35,648
|
|
|
$
|
652,889
|
|
Chairman of the Board, President and Chief Executive
|
|
|
2008
|
|
|
$
|
223,973
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
180,000
|
|
|
$
|
|
|
|
$
|
46,157
|
|
|
$
|
10,642
|
|
|
$
|
460,772
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M. Moroney III
|
|
|
2009
|
|
|
$
|
467,500
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
82,002
|
|
|
$
|
33,314
|
|
|
$
|
582,816
|
|
Executive Vice President,
|
|
|
2008
|
|
|
$
|
492,740
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
150,000
|
|
|
$
|
113,075
|
|
|
$
|
21,229
|
|
|
$
|
|
|
|
$
|
777,043
|
|
Publisher and Chief Executive Officer, The Dallas Morning
News
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
2009
|
|
|
$
|
395,250
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
34,401
|
|
|
$
|
24,158
|
|
|
$
|
453,809
|
|
Executive Vice President
|
|
|
2008
|
|
|
$
|
416,589
|
|
|
$
|
197,058
|
|
|
$
|
|
|
|
$
|
150,000
|
|
|
$
|
81,942
|
|
|
$
|
6,425
|
|
|
$
|
|
|
|
$
|
852,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alison K. (Ali) Engel
|
|
|
2009
|
|
|
$
|
267,750
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,015
|
|
|
$
|
276,765
|
|
Senior Vice President/Chief Financial Officer and Treasurer
|
|
|
2008
|
|
|
$
|
223,973
|
|
|
$
|
88,288
|
|
|
$
|
|
|
|
$
|
135,000
|
|
|
$
|
36,713
|
|
|
$
|
|
|
|
$
|
6,368
|
|
|
$
|
490,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Blizzard
|
|
|
2009
|
|
|
$
|
204,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,228
|
|
|
$
|
211,228
|
|
Senior Vice President and Secretary
|
|
|
2008
|
|
|
$
|
215,014
|
|
|
$
|
67,805
|
|
|
$
|
|
|
|
$
|
75,000
|
|
|
$
|
28,195
|
|
|
$
|
|
|
|
$
|
15,937
|
|
|
$
|
401,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts in column (c) for 2008 represent a pro-rated
amount of base salary from A. H. Belo from the effective date of
the spin-off transaction, February 8, 2008, through
December 31, 2008. |
|
(2) |
|
The amounts in column (d) for 2008 represent the portion of
the guaranteed cash incentive bonuses awarded to Skip Cass, Ali
Engel and Dan Blizzard that were in excess of the formula under
the ICP and were in recognition of each executives role in
helping formulate and manage the spin-off transaction. Robert
Decherd and Jim Moroney were not awarded guaranteed bonuses. |
|
(3) |
|
No stock awards were made in 2008 or 2009 to the NEOs. The
amounts in column (f) reflect the aggregate grant date fair
value of stock option awards made in 2008. The fair value
estimates are based on the Black-Scholes option pricing model
and consider the market price of $2.05 on the date of the award,
expected dividends, volatility, risk-free interest rates and
expected life of the option. For additional discussion on
assumptions made in determining the grant date fair value of
share-based awards, see the Consolidated Financial Statements,
Note 5 Long-Term Incentive
Plan Post-Distribution of the Companys
Notes to Consolidated Financial Statements for the year ended
December 31, 2009, filed with the Companys Annual
Report on
Form 10-K. |
|
(4) |
|
No non-equity incentive compensation was paid to the NEOs in
respect of 2009 performance. Amounts in column (g) were
paid by A. H. Belo in January 2009 in respect of 2008
performance relative to 2008 financial |
30
|
|
|
|
|
performance targets and goals. While Robert Decherd earned a
bonus of $293,700 based on performance targets he waived his
right to this bonus and therefore, no payment was made in
January 2009. |
|
(5) |
|
The amounts indicated in column (h) are comprised of the
increase in pension value for each NEO for the years ended
December 31, 2008, and 2009. The amounts indicated 2008
reflect the full-year increase in pension value and are not
pro-rated from the February 8, 2008 spin date. For further
discussion, see Pension Benefits at December 31,
2009 on page 36 of this proxy statement. Ali Engel
and Dan Blizzard do not participate in the Pension Plan;
therefore, no amounts are reported in column (h) for them. |
|
(6) |
|
For 2008 and 2009, A. H. Belo contributed the following amounts
to the A. H. Belo Savings Plan, PTS Plan and PTS Restoration
Plan, which amounts are included in column (i): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Transition
|
|
|
|
|
|
|
Pension Transition
|
|
Supplement
|
|
|
|
|
A. H. Belo Savings
|
|
Supplement Plan
|
|
Restoration Plan
|
Name
|
|
Year
|
|
Plan Contribution
|
|
Contribution
|
|
Contribution
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Robert W. Decherd
|
|
|
2009
|
|
|
$
|
7,269
|
|
|
$
|
15,550
|
|
|
$
|
918
|
|
|
|
|
2008
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
James M. Moroney III
|
|
|
2009
|
|
|
$
|
10,590
|
|
|
$
|
15,550
|
|
|
$
|
7,174
|
|
|
|
|
2008
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
2009
|
|
|
$
|
11,025
|
|
|
$
|
13,133
|
|
|
$
|
|
|
|
|
|
2008
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Alison K. (Ali) Engel
|
|
|
2009
|
|
|
$
|
9,015
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2008
|
|
|
$
|
6,368
|
|
|
$
|
|
|
|
$
|
|
|
Daniel J. Blizzard
|
|
|
2009
|
|
|
$
|
7,228
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2008
|
|
|
$
|
15,937
|
|
|
$
|
|
|
|
$
|
|
|
The PTS Plan and PTS Restoration Plan contributions noted above
represent payments made in 2009 on behalf of the NEOs. These
contributions represent additional transition benefits earned by
the NEOs who were participants in Pension Plan on March 31,
2007, the date the plan was frozen. The amounts represent an
actuarially-determined percent of eligible compensation earned
by the executive during the year ended December 31, 2008.
For more information, see Post-Employment Benefits
on page 35 of this proxy statement.
Additionally, amounts in the All Other Compensation column
(i) for 2008 and 2009 include $8,760 and $8,760,
respectively, for life insurance purchased for Robert Decherd by
A. H. Belo and $3,150 and $1,882, respectively, for tax
gross-ups.
The total value of executive perquisites and personal benefits
paid by A. H. Belo in 2008 and 2009 did not exceed $10,000 for
any NEO.
Equity
Holdings and Value Realization
Effective with the spin-off on February 8, 2008, equitable
adjustments were made with respect to stock options and
restricted stock units (RSUs) originally relating to
Belo Corp. common stock. As a result, securities exercisable for
or settled in A. H. Belos common stock were issued to each
of the NEOs pursuant to the anti-dilution adjustment provisions
of their previously outstanding Belo Corp. stock option and RSU
awards. (Information regarding the A. H. Belo option and
RSU awards received by the NEOs as a result of the spin-off was
disclosed in the A. H. Belo Corporation Outstanding Equity
Awards at Fiscal Year-End 2008 table of the Companys
2009 Proxy Statement.) Subsequent to the spin-off, A. H. Belo
made awards of stock options to the NEOs in December 2008. No
LTI awards were made in 2009.
31
The following table contains information on all A. H. Belo
equity awards that were outstanding as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding A. H. Belo
|
Equity Awards at Fiscal
Year-End 2009
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Shares or
|
|
Market Value
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Units of
|
|
of Shares or
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
Stock
|
|
Units of Stock
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Exercise
|
|
Option
|
|
|
That Have
|
|
That Have Not
|
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
|
|
Not Vested
|
|
Vested
|
Name
|
|
|
(1)
|
|
(1)
|
|
($)
|
|
Date
|
|
|
(#)(2)
|
|
($)(3)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
|
(g)
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
|
|
|
|
|
|
72,000
|
|
|
$
|
2.05
|
|
|
|
12/03/2018
|
|
|
|
|
3,496
|
|
|
$
|
20,137
|
|
|
|
|
|
31,464
|
|
|
|
|
|
|
$
|
18.13
|
|
|
|
12/13/2016
|
|
|
|
|
10,184
|
|
|
$
|
58,660
|
|
|
|
|
|
22,400
|
|
|
|
|
|
|
$
|
21.67
|
|
|
|
12/09/2015
|
|
|
|
|
31,528
|
|
|
$
|
181,601
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
25.26
|
|
|
|
12/03/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
28.01
|
|
|
|
12/05/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
21.64
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,000
|
|
|
|
|
|
|
$
|
17.92
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,426
|
|
|
|
|
|
|
$
|
17.35
|
|
|
|
12/01/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M. Moroney III
|
|
|
|
|
|
|
|
60,000
|
|
|
$
|
2.05
|
|
|
|
12/03/2018
|
|
|
|
|
1,266
|
|
|
$
|
7,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,500
|
|
|
|
|
|
|
$
|
21.67
|
|
|
|
12/09/2015
|
|
|
|
|
4,688
|
|
|
$
|
27,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
|
|
|
|
$
|
25.26
|
|
|
|
12/03/2014
|
|
|
|
|
11,432
|
|
|
$
|
65,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
$
|
28.01
|
|
|
|
12/05/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,200
|
|
|
|
|
|
|
$
|
21.64
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,800
|
|
|
|
|
|
|
$
|
17.92
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
17.35
|
|
|
|
12/01/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
|
20,000
|
|
|
|
60,000
|
|
|
$
|
2.05
|
|
|
|
12/03/2018
|
|
|
|
|
1,272
|
|
|
$
|
7,329
|
|
|
|
|
|
4,100
|
|
|
|
|
|
|
$
|
21.67
|
|
|
|
12/09/2015
|
|
|
|
|
3,814
|
|
|
$
|
21,969
|
|
|
|
|
|
6,800
|
|
|
|
|
|
|
$
|
25.26
|
|
|
|
12/03/2014
|
|
|
|
|
9,026
|
|
|
$
|
51,990
|
|
|
|
|
|
6,800
|
|
|
|
|
|
|
$
|
28.01
|
|
|
|
12/05/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,800
|
|
|
|
|
|
|
$
|
21.64
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,600
|
|
|
|
|
|
|
$
|
17.92
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alison K. (Ali) Engel
|
|
|
|
36,000
|
|
|
|
54,000
|
|
|
$
|
2.05
|
|
|
|
12/03/2018
|
|
|
|
|
212
|
|
|
$
|
1,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700
|
|
|
|
|
|
|
$
|
21.67
|
|
|
|
12/09/2015
|
|
|
|
|
636
|
|
|
$
|
3,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,610
|
|
|
$
|
20,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Blizzard
|
|
|
|
20,000
|
|
|
|
30,000
|
|
|
$
|
2.05
|
|
|
|
12/03/2018
|
|
|
|
|
160
|
|
|
$
|
922
|
|
|
|
|
|
1,000
|
|
|
|
|
|
|
$
|
21.67
|
|
|
|
12/09/2015
|
|
|
|
|
476
|
|
|
$
|
2,742
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
$
|
25.26
|
|
|
|
12/03/2014
|
|
|
|
|
2,406
|
|
|
$
|
13,859
|
|
|
|
|
|
1,600
|
|
|
|
|
|
|
$
|
28.01
|
|
|
|
12/05/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,720
|
|
|
|
|
|
|
$
|
21.64
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Vesting dates for each outstanding option award for each of the
NEOs are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
Robert W.
|
|
James M.
|
|
Donald F.
|
|
Alison K.
|
|
Daniel J.
|
Vesting Date
|
|
Price
|
|
Decherd
|
|
Moroney III
|
|
(Skip) Cass, Jr.
|
|
(Ali) Engel
|
|
Blizzard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 3, 2010
|
|
$
|
2.05
|
|
|
|
36,000
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
27,000
|
|
|
|
15,000
|
|
December 3, 2011
|
|
$
|
2.05
|
|
|
|
36,000
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
27,000
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
All employee stock options become exercisable in increments of
40% after one year and 30% after each of years two and three.
The ICP provides for accelerated vesting of equity awards for
terminating employees that meet the criteria for early
retirement (age 55 or more with three years of service).
Robert Decherd meets these criteria. Upon the occurrence of a
change in control (as defined in the ICP), all of the options
become immediately exercisable, unless A. H. Belos Board
of Directors has adopted resolutions making the acceleration
provisions inoperative (or does so promptly following such
occurrence). |
|
(2) |
|
The amounts in column (g) reflect unvested TBRSUs and
PBRSUs, respectively, that have been earned as of
December 31, 2009, but which remain subject to additional
vesting requirements that depend upon the executives
continued employment with the Company. |
Scheduled vesting of all outstanding A. H. Belo RSU awards for
each of the NEOs is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F.
|
|
|
|
|
|
|
Award
|
|
Robert W.
|
|
James M.
|
|
(Skip) Cass,
|
|
Alison K.
|
|
Daniel J.
|
Vesting Date
|
|
Type
|
|
Decherd
|
|
Moroney III
|
|
Jr.
|
|
(Ali) Engel
|
|
Blizzard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 15, 2010
|
|
|
2006 PBRSU
|
|
|
|
3,496
|
|
|
|
1,266
|
|
|
|
1,272
|
|
|
|
212
|
|
|
|
160
|
|
April 15, 2010
|
|
|
2006 TBRSU
|
|
|
|
10,184
|
|
|
|
4,688
|
|
|
|
3,814
|
|
|
|
636
|
|
|
|
476
|
|
February 1, 2011*
|
|
|
2007 TBRSU
|
|
|
|
31,528
|
|
|
|
11,432
|
|
|
|
9,026
|
|
|
|
3,610
|
|
|
|
2,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
February 1 is used as a projected earnings release date for
purposes of this disclosure. Actual vesting date is the earnings
release date for A. H. Belo for the previous completed fiscal
year ending December 31, 2010. The ICP provides for
accelerated vesting of equity awards for terminating employees
that meet the criteria for early retirement (age 55 or more
with three years of service). Robert Decherd meets these
criteria. |
|
|
|
(3) |
|
The market value at year-end for outstanding awards still
subject to vesting is based on the closing market price of a
share of A. H. Belo Series A common stock for the year
ended December 31, 2009 of $5.76. |
Equity Holdings and Value Realization of Belo Corp.
Securities related to Spin-Off. Pursuant to the
anti-dilution adjustment provisions of the Belo Corp. stock
option and RSU awards that they held at the effective date of
the spin-off, the NEOs continue to hold equity awards
exercisable for or settled in Belo Corp. common stock.
(Information regarding the Belo Corp. option and RSU awards held
by the NEOs immediately following the spin-off was disclosed in
the Belo Corp. Outstanding Equity Awards at Fiscal
Year-End 2008 table of A. H. Belos 2009 Proxy
Statement.)
The Belo Corp. option awards that the NEOs retained as a result
of the spin-off and that remained outstanding as of
December 31, 2009 were as follows: Robert Decherd,
1,611,456; Jim Moroney, 467,500; Skip Cass, 165,500; Ali Engel,
3,500; and Dan Blizzard, 30,600. All of the options are
fully-vested and have exercise prices ranging from $13.8627 to
$22.3725 and expire on or before December 2016. Any amounts
realized by the NEOs during fiscal year 2009 from the Belo Corp.
option and RSU awards they retained as a result of the spin-off
are presented below in the Option Exercises and Stock
Vested in 2009 table.
33
The scheduled vesting of the Belo Corp. RSU awards that the NEOs
retained as a result of the spin-off and that remained
outstanding as of December 31, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F.
|
|
|
|
|
|
|
|
|
Robert W.
|
|
James M.
|
|
(Skip) Cass,
|
|
Alison K.
|
|
Daniel J.
|
Vesting Date
|
|
Award Type
|
|
Decherd
|
|
Moroney III
|
|
Jr.
|
|
(Ali) Engel
|
|
Blizzard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 4, 2010
|
|
|
2006 TBRSU
|
|
|
|
50,920
|
|
|
|
23,440
|
|
|
|
19,070
|
|
|
|
3,180
|
|
|
|
2,380
|
|
February 4, 2010
|
|
|
2006 PBRSU
|
|
|
|
17,480
|
|
|
|
6,329
|
|
|
|
6,358
|
|
|
|
1,060
|
|
|
|
794
|
|
Belo Corp earnings release date for fiscal year ending
December 31, 2010
|
|
|
2007 TBRSU
|
|
|
|
157,640
|
|
|
|
57,160
|
|
|
|
45,130
|
|
|
|
18,050
|
|
|
|
12,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These RSUs are valued as of the date of vesting. Had these RSUs
vested on December 31, 2009, the market value of the
outstanding Belo Corp. RSUs held by each of the NEOs was: Robert
Decherd, $1,229,658; Jim Moroney, $472,894; Skip Cass, $383,836;
Ali Engel, $121,258; and Dan Blizzard, $82,710. The calculation
is based on the closing market price of a share of Belo Corp.
Series A common stock on December 31, 2009 of $5.44.
The table above does not include equity awards that Robert
Decherd and Jim Moroney received after the spin-off related to
their Belo Corp. board service.
The following table presents information on amounts realized
from options and stock awards vested during the 2009 fiscal
year. Ali Engel and Dan Blizzard did not exercise any A. H. Belo
options during 2009 and none of the NEOs exercised any Belo
Corp. options during 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Exercises and Stock
Vested in 2009
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
A. H. Belo
|
|
A. H. Belo
|
|
Belo Corp.
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Value Realized
|
|
Acquired on
|
|
Value Realized
|
Name
|
|
Exercise (#)
|
|
on Exercise ($)
|
|
Vesting (#)
|
|
on Vesting ($)
|
|
Vesting (#)
|
|
on Vesting ($)
|
(a)
|
|
(b)
|
|
(c)(1)
|
|
(d)
|
|
(e)(2)
|
|
(d)
|
|
(e)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
|
48,000
|
|
|
$
|
137,280
|
|
|
|
18,665
|
|
|
$
|
33,784
|
|
|
|
93,326
|
|
|
$
|
130,656
|
|
James M. Moroney III
|
|
|
40,000
|
|
|
$
|
89,060
|
|
|
|
4,133
|
|
|
$
|
7,481
|
|
|
|
20,665
|
|
|
$
|
28,931
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
20,000
|
|
|
$
|
46,182
|
|
|
|
3,387
|
|
|
$
|
6,130
|
|
|
|
16,940
|
|
|
$
|
23,716
|
|
Alison K. (Ali) Engel
|
|
|
|
|
|
|
|
|
|
|
612
|
|
|
$
|
1,108
|
|
|
|
3,060
|
|
|
$
|
4,284
|
|
Daniel J. Blizzard
|
|
|
|
|
|
|
|
|
|
|
558
|
|
|
$
|
1,010
|
|
|
|
2,793
|
|
|
$
|
3,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The value realized upon the exercise of stock option awards is
equal to the difference between the market value of A. H. Belo
Series A common stock at the time of exercise and the stock
option exercise price, multiplied by the number of shares
acquired upon exercise of the stock option. |
|
(2) |
|
The value realized upon vesting of RSUs is equal to the number
of units vesting times the closing market price of a share of A.
H. Belo Series A common stock on the vesting date. The
vested stock awards represent the December 2005 and February
2006 TBRSU awards; the final one-third of the December 2005
PBRSU award; and the second one-third of the December 2006 PBRSU
award, which vested on February 17, 2009 at a price of
$1.81. |
|
(3) |
|
The value realized upon vesting of these RSUs is equal to the
number of units vesting times the closing market price of a
share of Belo Corp. Series A common stock on the vesting
date. The vested stock awards represent the December 2005 and
February 2006 TBRSU awards; the final one-third of the December
2005 PBRSU award; and the second one-third of the December 2006
PBRSU award, which vested on February 5, 2009 at a price of
$1.40. |
34
Post-Employment
Benefits
Pension Plan. Through March 31, 2007,
Belo Corp. offered pension benefits to certain employees through
its tax-qualified pension plan, The G. B. Dealey Retirement
Pension Plan (the Pension Plan). Until July 1,
2000, this non-contributory Pension Plan was available to
substantially all Belo Corp. employees who had completed one
year of service and had reached 21 years of age. The
Pension Plan was amended effective July 1, 2000. As a
result, individuals who were participants or eligible to become
participants prior to July 1, 2000 were offered an election
to either (1) remain eligible to participate in and accrue
benefits under the Pension Plan, or (2) cease accruing
benefits under the Pension Plan as of the applicable effective
date. Those employees who elected to cease accruing benefits
under the Pension Plan became eligible for enhanced benefits
under the Belo Savings Plan, a tax-qualified defined
contribution plan. Effective March 31, 2007, the Pension
Plan was frozen and all affected employees became eligible for
transition benefits which are described below under the heading
Pension Transition Benefits. Robert Decherd, Jim
Moroney and Skip Cass were participants in the Pension Plan at
the time of the freeze and received such transition benefits.
Robert Decherd is eligible to receive benefits under the early
retirement provisions of the Pension Plan. In addition,
beginning April 1, 2007, the participating executives,
along with all other former Pension Plan participants who
remained active employees, became eligible for increased
matching and profit sharing contributions initially under the
Belo Savings Plan and then the A. H. Belo Savings Plan, both
qualified 401(k) plans maintained for substantially all
employees.
The Pension Plan provides for the payment of a monthly
retirement benefit based on credited years of service and the
average of five consecutive years of highest annual compensation
out of the ten most recent calendar years of employment referred
to as final monthly compensation. The formula for
determining an individual participants benefit is as
follows: 1.1 percent times final monthly compensation times
years of credited service plus .35 percent times final
monthly compensation in excess of covered compensation times
years of credited service (up to 35 years). Compensation
covered under the Pension Plan includes regular pay plus
overtime, bonuses, commissions, and any contribution made by the
Company on behalf of an employee pursuant to a deferral election
under any benefit plan containing a cash or deferred
arrangement. Covered compensation excludes certain non-cash
earnings and Company contributions to the Savings Plan. All
participants are fully vested in their accrued benefit in the
Pension Plan. Retirement benefits under the Pension Plan are
paid to participants upon normal retirement at the age of 65 or
later, or upon early retirement, which may occur as early as
age 55. An early retirement reduction factor, which is
applied to the participants normal
age 65 monthly benefit, is based on the
participants Social Security normal retirement age. The
percentage reduction factor is the sum of 3.33 percent
times the number of years of payment between ages 55 and 60
increased for each year the Social Security normal retirement
age exceeds age 65, plus 6.67 percent times the number
of years between ages 60 and 65 decreased for each year the
Social Security normal retirement age exceeds age 65. For
example, a participant with a Social Security normal retirement
age of 67 who elects to begin receiving pension benefits at
age 57 would have a reduction factor of 36.7 percent.
The Pension Plan also provides for the payment of death benefits.
Belo Corp. retained complete sponsorship of the Pension Plan. A.
H. Belo agreed to reimburse Belo Corp. for 60 percent of
all cash contributions made by Belo Corp. to the plan. The
sharing ratio approximates the relative number of plan
participants associated with each company at the time of the
spin-off. The pension costs and obligations are calculated by
Belo Corp. using various actuarial assumptions and methodologies
as prescribed under applicable accounting guidance related to
employers accounting for pensions.
Pension Transition Benefits. Effective with
the spin-off on February 8, 2008, A. H. Belo adopted two
separate defined contribution plans, which are designed to
provide those employees who previously participated in the
Pension Plan and were affected by the Pension Plan freeze in
2007, a supplemental benefit designed to replace a portion of
the pension benefit they would have earned had the Pension Plan
not been frozen. The PTS Plan is an account-balance plan that is
intended to qualify under the provisions of Section 401(a)
of the Code.
The PTS Restoration Plan, is a non-qualified plan and is
intended to cover any pension supplement payments that exceed
IRS limits to all qualified plan accounts. For a participant to
remain eligible for a contribution, the participant must remain
an A. H. Belo or Belo Corp. employee through the last day of a
designated plan year. Eligible compensation is limited to
$230,000 for all participants in the PTS and PTS Restoration
Plans.
35
The table below presents the present value of each NEOs
benefit under the Pension Plan at age 65, based upon
credited years of service and covered compensation as of
December 31, 2009. Credited years of service includes the
additional five years awarded to all active participants in the
Pension Plan as of the date the Pension Plan was frozen on
March 31, 2007. Each of the NEOs, except Ali Engel and Dan
Blizzard, received this five-year credit. For the Pension Plan,
Belo Corp. uses a December 31 measurement date for financial
reporting purposes with respect to Belo Corp.s audited
financial statements for the fiscal year ending
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits at December 31, 2009
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Years of
|
|
Present Value of
|
|
|
|
|
Credited
|
|
Accumulated
|
Name
|
|
Plan Name
|
|
Service (#)(1)
|
|
Benefit ($)(2)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
39
|
|
|
$
|
903,864
|
|
James M. Moroney III
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
31
|
|
|
$
|
444,159
|
|
Donald F. (Skip) Cass, Jr.
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
18
|
|
|
$
|
148,639
|
|
Alison K. (Ali) Engel(3)
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
|
|
|
|
|
|
Daniel J. Blizzard(3)
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Belo Corp. froze benefits under the Pension Plan effective
March 31, 2007. As of that date, affected employees were
granted five years of additional credited service. The number of
years of credited service reflected in column (c) and the
present value of accumulated benefit reflected in column
(d) include the five-year credit, as well as service
through March 31, 2007, the date of the freeze. |
|
(2) |
|
Amounts indicated in column (d) do not include pension
transition supplement payments that the Company funded into the
PTS Plan, a qualified defined contribution retirement plan, and
the PTS Restoration Plan, a non-qualified plan, in March 2009.
These amounts are shown under the heading All Other
Compensation in the Summary Compensation Table on
page 30 of this proxy statement. In 2009, pension
transition supplement contributions for all participants were
suspended. |
|
(3) |
|
Ali Engel and Dan Blizzard were not participants in the Pension
Plan and therefore are not participants in the PTS Plan. |
36
Non-Qualified
Deferred Compensation
Pension Transition Supplement Restoration
Plan. As noted above under Pension
Transition Benefits, the Company adopted the PTS
Restoration Plan, a non-qualified plan intended to cover any
pension supplement payments that exceeded IRS limits to all
qualified plan accounts. In 2009, the Company funded PTS
Restoration Plan payments in respect of 2008 compensation for
each of the eligible NEOs who participate in the PTS Restoration
Plan as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified Deferred Compensation for 2009
|
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|
|
Contributions in
|
|
Earnings in Last
|
|
Withdrawals/
|
|
Balance at Last
|
|
|
Last FYE
|
|
FYE
|
|
Distributions
|
|
FYE
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
(a)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
$
|
918
|
|
|
$
|
44
|
|
|
|
|
|
|
$
|
962
|
|
James M. Moroney III
|
|
$
|
7,174
|
|
|
$
|
392
|
|
|
|
|
|
|
$
|
7,566
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ali Engel and Dan Blizzard are not participants in the PTS
Restoration Plan. For 2009, the Company suspended contributions
to the PTS Restoration Plan that would have been made in 2010
based upon eligible compensation earned by the executive during
the year ended December 31, 2009.
Termination
of Employment and Change in Control Arrangements
The following descriptions reflect the amount of compensation
that would have become payable to each of the NEOs under
then-existing arrangements if the named executives
employment had terminated
and/or had
there been a change in control on December 31, 2009, given
the named executives compensation and service levels at A.
H. Belo as of such date and, if applicable, based on A. H.
Belos closing stock price on that date. These amounts are
in addition to benefits that were available without regard to
the occurrence of any termination of employment or change in
control, including then-exercisable stock options, and benefits
available generally to salaried employees. These amounts do not
include Belo Corp. equity awards outstanding as of the time of
the spin-off that remained outstanding as of December 31,
2009 (see Equity Holdings and Value Realization of Belo
Corp. Securities related to Spin-Off on page 33).
The 2009 Severance Plan, an employee welfare benefit plan within
the meaning of ERISA, provides severance benefits to eligible
employees, including the NEOs, following involuntary
terminations of employment by the Company, including, but not
limited to,
reduction-in-force
and re-engineering actions. The severance benefit provided under
the 2009 Severance Plan for participants at or above the level
of vice president is an amount equal to 1.0 week of base
pay multiplied by the number of years of service, subject to a
minimum benefit of 16 weeks of pay, plus six months of
COBRA premiums. Severance benefits are paid in a lump sum
following termination of employment and upon the execution of a
release. Outplacement services also may be provided. Under the
2009 Severance Plan, the amount of severance payment available
to each NEO if he or she had been terminated on
December 31, 2009 would have been: Robert Decherd,
$340,997; Jim Moroney, $288,129; Skip Cass, $130,764; Ali Engel,
$84,756; and Dan Blizzard, $70,398. These amounts are in
addition to amounts set forth in the table below. In the event
of an involuntary termination of employment by the Company, all
unvested option and RSU awards are forfeited immediately and all
vested options remain exercisable for one year from the date of
termination.
Except as described herein, at December 31, 2009, the
Company did not have individual written agreements with any of
the NEOs that would provide guaranteed payments or benefits in
the event of a termination of employment or a change in control.
Effective with the spin-off from Belo Corp. on February 8, 2008,
A. H. Belo adopted its CIC Plan and each A. H. Belo NEO became a
designated participant in that plan. A change in control under
the CIC Plan includes (1) the acquisition by a person or
group of 30 percent or more of the combined voting power of
the
37
Companys voting securities (excluding voting securities
held by Robert Decherd and voting securities held by any entity
over which Robert Decherd has sole or shared voting power);
(2) certain changes in the membership of the Companys
board of directors that are not approved by the incumbent
directors; (3) consummation of a business combination or
sale of substantially all of the Companys assets, unless
immediately following such transaction the beneficial owners of
shares of A. H. Belos common stock and other securities
eligible to vote immediately prior to the transaction
beneficially own more than 60 percent of the combined
voting power of the voting securities of the continuing company
resulting from such transaction; or (4) approval by A. H.
Belo shareholders of a plan of liquidation or dissolution.
Under A. H. Belos CIC Plan, each designated executive is
eligible for certain payments at the time of the change in
control. As of December 31, 2009, a multiple of 2.0 for the
CEO and a multiple of 1.5 would have applied to each of the
other NEOs payments under the plan had a change in control
occurred. This multiple is used to determine the total cash
payment to be awarded to each executive, and is applied to the
sum of the following components: (1) base salary in effect
at the time of the change in control; (2) higher of the
current target bonus in effect prior to the change in control or
the average of the last three years bonus payments;
(3) employer-provided contributions to the A. H. Belo
Savings Plan, PTS Plan payments and PTS Restoration Plan
payments for the current year; and (4) employer cost of
medical and dental benefits in excess of employee premiums. In
addition to this change in control amount, the employee is also
eligible for outplacement services valued at no more than
$25,000, plus reimbursement for any legal fees incurred to
enforce the participants rights under the plan. For each
executive, the assumptions for outplacement costs and legal fees
in the table below were $25,000 and $0, respectively. To the
extent the cash payment and the value related to the
acceleration of vesting for outstanding equity awards exceeds
three times the employees average taxable compensation
earned during the five years preceding the year of the change in
control, excise taxes will be assessed. If all or a portion of
the distribution is subject to excise tax, A. H. Belo will make
a
gross-up
payment to the terminated employee. For each of the executives
included in the table below, with the exception of Ali Engel, a
gross-up
payment would not have been necessary. For Ali Engel, an
estimated
gross-up
of excise taxes has been included in the total cash payment
amount.
The amounts presented in the table below with respect to change
in control payments are based upon the terms of the A. H. Belo
CIC Severance Plan as of December 31, 2009. The actual
amounts that would be paid upon a NEOs termination of
employment or a change in control can be determined only at the
time of any such event. Due to the number of factors that affect
the nature and amount of any benefits provided upon any such
event, the actual amounts paid or distributed may be higher or
lower than the amounts set forth in the table that follows.
Factors that could affect these amounts include the timing
during the year of any such event, A. H. Belos or
Belos stock price, as applicable, and the executives
age.
Benefit Plans ICP. Under A. H.
Belos ICP, the compensation and benefits of all plan
participants, which include A. H. Belos executive
officers, may be affected by a change in control of A. H. Belo.
Generally under the ICP, a change in control event means the
first of the following to occur, unless the A. H. Belo Board of
Directors has adopted a resolution stipulating that such event
will not constitute a change in control for purposes of the ICP:
|
|
|
|
|
specified changes in the majority composition of A. H.
Belos Board;
|
|
|
|
specified mergers or sales or dispositions of all or
substantially all of the A. H. Belos assets;
|
|
|
|
shareholder approval of a plan of complete liquidation or
dissolution of A. H. Belo; or
|
|
|
|
acquisition of more than 30 percent of the combined voting
power of A. H. Belo common stock.
|
Following a change in control of A. H. Belo, ICP bonuses are
paid in full at the higher of target or forecasted full-year
results in the year of the change in control; stock options held
by participants, including senior management, sales executives
and non-employee directors, become fully-vested and are
immediately exercisable; TBRSUs vest and are payable in full
immediately; and PBRSUs vest at the higher of target or
forecasted full-year results in the year of the change in
control; and all vested units are payable in full immediately.
See Potential Payments on Termination of Employment or
Change in Control at December 31, 2009 for additional
discussion.
38
Pension Transition Supplement Restoration
Plan. As discussed above, effective
February 8, 2008, A. H. Belo adopted the PTS Restoration
Plan, as a non-qualified plan, to provide the portion of PTS
Plan benefit that cannot be provided under the PTS Plan because
of Code limitations on the amount of qualified plan benefits.
Generally under the PTS Restoration Plan, a change in control
will occur on the date that:
|
|
|
|
|
any person or group acquired more than 50 percent of the
total fair market value or total voting power of A. H. Belo
common stock;
|
|
|
|
any person or group acquired 30 percent or more of the
total voting power of A. H. Belo common stock;
|
|
|
|
a majority of the members of A. H. Belos Board are
replaced during any
12-month
period by persons not appointed or endorsed by a majority of A.
H. Belos Board prior to the date of such appointment or
election; or
|
|
|
|
any person or group acquired A. H. Belo assets having a total
gross fair market value of 40 percent or more of the total
gross fair market value of all A. H. Belo assets.
|
Upon the occurrence of a change in control, the A. H. Belo
Compensation Committee has the right, but not the obligation, to
terminate the PTS Restoration Plan and distribute the entire
balance of participants accounts to the participants.
39
The approximate value of the severance benefits available to
each of the NEOs under the ICP or the A. H. Belo Severance Plan,
if he or she had been terminated, or had there been a change in
control, on December 31, 2009, would have been as follows,
based on a closing market price of $5.76 for A. H. Belos
Series A common stock on December 31, 2009:
|
|
|
|
|
|
|
|
|
Potential Payments on Termination of Employment or Change in
Control
|
at December 31, 2009
|
|
|
|
|
Death, Disability
|
|
|
|
|
or Retirement
|
|
|
|
|
After Age 55
|
|
|
|
|
with Three Years
|
Name and Description of
Benefit
|
|
Change in Control
|
|
Service
|
(a)
|
|
(b)(4)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Decherd
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
451,154
|
|
|
$
|
|
|
Stock options
|
|
$
|
267,120
|
|
|
$
|
267,120
|
|
Time-based RSUs(2)
|
|
$
|
240,261
|
|
|
$
|
240,261
|
|
Performance-related RSUs(3)
|
|
$
|
20,137
|
|
|
$
|
20,137
|
|
CIC Plan payments
|
|
$
|
3,780,219
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,758,891
|
|
|
$
|
527,518
|
|
James M. Moroney III
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
355,385
|
|
|
$
|
|
|
Stock options
|
|
$
|
222,600
|
|
|
$
|
222,600
|
|
Time-based RSUs(2)
|
|
$
|
92,851
|
|
|
$
|
92,851
|
|
Performance-related RSUs(3)
|
|
$
|
7,292
|
|
|
$
|
7,292
|
|
CIC Plan payments
|
|
$
|
1,320,935
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,999,062
|
|
|
$
|
322,743
|
|
|
|
|
|
|
|
|
|
|
Donald F. (Skip) Cass, Jr.
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
257,538
|
|
|
$
|
|
|
Stock options
|
|
$
|
222,600
|
|
|
$
|
222,600
|
|
Time-based RSUs(2)
|
|
$
|
73,958
|
|
|
$
|
73,958
|
|
Performance-related RSUs(3)
|
|
$
|
7,329
|
|
|
$
|
7,329
|
|
CIC Plan payments
|
|
$
|
1,130,299
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,691,724
|
|
|
$
|
303,887
|
|
Alison K. (Ali) Engel
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
144,135
|
|
|
$
|
|
|
Stock options
|
|
$
|
200,340
|
|
|
$
|
200,340
|
|
Time-based RSUs(2)
|
|
$
|
24,457
|
|
|
$
|
24,457
|
|
Performance-related RSUs(3)
|
|
$
|
1,221
|
|
|
$
|
1,221
|
|
CIC Plan payments
|
|
$
|
880,055
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,250,208
|
|
|
$
|
226,018
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Blizzard
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
89,169
|
|
|
$
|
|
|
Stock options
|
|
$
|
111,300
|
|
|
$
|
111,300
|
|
Time-based RSUs(2)
|
|
$
|
16,600
|
|
|
$
|
16,600
|
|
Performance-related RSUs(3)
|
|
$
|
922
|
|
|
$
|
922
|
|
CIC Plan payments
|
|
$
|
507,079
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
725,070
|
|
|
$
|
128,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In the event of a change in control, short-term, non-equity
incentives (cash bonuses) are paid in a lump sum to each
executive at the higher of target or actual financial
performance based on current full-year forecasted results
(taking into consideration actual financial performance to
date). Cash bonuses are not automatically paid |
40
|
|
|
|
|
for executives terminating under other circumstances. See
Compensation Discussion and Analysis Change in
Control and Severance Benefits on page 28 of this
proxy statement for a discussion of change in control events
under the ICP. |
|
(2) |
|
All unvested TBRSUs are forfeited immediately in the event an
executive is terminated with or without cause or voluntarily
resigns. In the event of a change in control or an
executives retirement after age 55 with at least
three years of service, qualification for long-term disability,
or death, vesting of all TBRSUs is accelerated and payment is
made as soon as practicable. |
|
(3) |
|
All unvested PBRSUs are forfeited immediately in the event an
executive is terminated with or without cause or voluntarily
resigns. In the event of an executives retirement after
age 55 with at least three years of service, qualification
for long-term disability, or death, vesting of all earned but
unvested PBRSUs is accelerated and payment is made as soon as
practicable. In the event of a change in control, unearned
PBRSUs are earned and paid at the higher of target or actual
financial performance based on current full-year forecasted
results (taking into consideration actual financial performance
to date). |
|
(4) |
|
In addition to the change in control payments set forth in this
column, there are also change in control provisions in the PTS
Restoration Plan. Upon the occurrence of a change in control,
the Compensation Committee has the right, but not the
obligation, to terminate the PTS Restoration Plan and distribute
the entire balance of participants accounts to the
participants. At December 31, 2009, the balance in Robert
Decherds PTS Restoration account was $962 and the balance
in Jim Moroneys PTS Restoration account was $7,566. These
amounts are not included in the table above. No other NEO(s) had
a PTS Restoration account balance at December 31, 2009. |
41
DIRECTOR
COMPENSATION
Director
Compensation for 2009
In May 2009, the Board of Directors approved a change in the
Companys non-employee director annual compensation.
Effective as of that date, non-employee directors of A. H. Belo
receive an annual retainer package with a nominal value of
$112,000. One-half of the A. H. Belo Boards annual
retainer was divided between options to purchase A. H. Belo
Series B common stock and TBRSUs for A. H. Belo
Series A common stock. The number of TBRSUs granted was
derived from the closing market price of A. H. Belo
Series A common stock on the date of the award. The number
of options granted was determined based on the Black-Scholes
option valuation methodology. Awards were determined and made
effective May 14, 2009. All references in the following
tables to stock, stock options, and RSUs relate to awards of
stock, stock options, and RSUs granted by A. H. Belo. Directors
received the remaining amount of their annual retainer in cash.
A. H. Belo directors who served as Committee chairs in 2009
received an additional $8,000 in cash compensation. A. H. Belo
reimburses all directors for travel expenses incurred in
attending meetings. No additional fee is paid to directors for
attendance at A. H. Belo Board and Committee meetings. Robert
Decherd, who serves as an executive officer of A. H. Belo, does
not receive separate compensation for A. H. Belo Board service.
In connection with his appointment by President Barack Obama as
Assistant to the President and Director of the White House
Military Office, Louis Caldera tendered his resignation
effective January 16, 2009 as an A. H. Belo director.
Mr. Caldera received no director compensation in 2009.
The following table sets forth compensation for each A. H. Belo
non-employee director for service as an A. H. Belo director
during the year ended December 31, 2009:
Non-Employee
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
Stock
|
|
Option
|
|
|
|
|
in Cash
|
|
Awards
|
|
Awards
|
|
Total
|
Name
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louis E. Caldera
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Douglas G. Carlston
|
|
$
|
64,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
119,997
|
|
Dealey D. Herndon
|
|
$
|
56,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
111,997
|
|
Laurence E. Hirsch
|
|
$
|
56,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
111,997
|
|
Tyree B. Miller
|
|
$
|
56,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
111,997
|
|
David R. Morgan
|
|
$
|
56,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
111,997
|
|
John P. Puerner
|
|
$
|
64,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
119,997
|
|
J. McDonald Williams
|
|
$
|
64,000
|
|
|
$
|
27,997
|
|
|
$
|
28,000
|
|
|
$
|
119,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts indicated in column (c) for stock awards are
based on the grant date fair value of the TBRSUs for each
director. Directors TBRSU awards vest on the date of the
annual shareholders meeting one year following the initial grant
and are settled on the date of the annual shareholders meeting
three years following the initial grant. Payment of vested
TBRSUs is made 60 percent in shares of A. H. Belo
Series A common stock and 40 percent in cash. A. H.
Belo directors who voluntarily resign or retire from board
service prior to the vesting of TBRSUs will receive a
proportionate amount of the award based on actual service.
Payment will be made on the normal payment date, which is three
years following the initial award. Vesting is accelerated and
payment is made immediately for TBRSUs held by a director who
becomes disabled or dies. |
42
Following are the TBRSU holdings of each of A. H. Belos
non-employee directors as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 2007
|
|
July 2008
|
|
May 2009
|
|
|
Award
|
|
Award
|
|
Award
|
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
Name
|
|
May 2010
|
|
July 2011
|
|
May 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louis E. Caldera
|
|
|
346
|
|
|
|
3,591
|
|
|
|
|
|
Douglas G. Carlston
|
|
|
296
|
|
|
|
5,300
|
|
|
|
22,220
|
|
Dealey D. Herndon
|
|
|
346
|
|
|
|
5,300
|
|
|
|
22,220
|
|
Laurence E. Hirsch
|
|
|
346
|
|
|
|
5,300
|
|
|
|
22,220
|
|
Tyree B. Miller
|
|
|
|
|
|
|
|
|
|
|
22,220
|
|
David R. Morgan
|
|
|
|
|
|
|
5,300
|
|
|
|
22,220
|
|
John P. Puerner
|
|
|
|
|
|
|
5,300
|
|
|
|
22,220
|
|
J. McDonald Williams
|
|
|
346
|
|
|
|
5,300
|
|
|
|
22,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Amounts indicated in column (d) for option awards represent
the grant date fair value for the option awards made to each
director. For additional information with respect to the
assumptions and valuation methodology for share-based
compensation, see the Consolidated Financial Statements,
Note 5 Long-Term Incentive
Plan Post-Distribution of the Companys
Notes to Consolidated Financial Statements for the year ended
December 31, 2009, filed with the Companys Annual
Report on
Form 10-K.
The option exercise price is equal to the closing market price
of A. H. Belo Series A common stock on the date of grant.
Options generally vest one year from the date of grant and
expire ten years from the date of grant. Directors who are
elected at a time other than at an annual meeting of
shareholders receive a proportionate share of compensation
relative to the service provided during an ordinary one-year
term. Vesting and payment dates for equity awards are adjusted
to coincide with dates of awards relative to the previous award
dates. A. H. Belo directors who voluntarily resign from Board
service prior to the vesting of options forfeit unvested
options. Vesting is accelerated for options held by a director
who retires at the Boards mandatory retirement age of 68,
becomes disabled, or dies. In any event, vested options remain
exercisable for the original term of the award for all former
directors. |
Following are the stock option holdings of each of A. H.
Belos non-employee directors as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
Exercisable
|
Name
|
|
Stock Options
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louis E. Caldera
|
|
|
10,022
|
|
|
|
10,022
|
|
Douglas G. Carlston
|
|
|
42,852
|
|
|
|
16,926
|
|
Dealey D. Herndon
|
|
|
54,453
|
|
|
|
28,527
|
|
Laurence E. Hirsch
|
|
|
69,540
|
|
|
|
43,614
|
|
Tyree B. Miller
|
|
|
25,926
|
|
|
|
|
|
David R. Morgan
|
|
|
41,826
|
|
|
|
15,900
|
|
John P. Puerner
|
|
|
41,826
|
|
|
|
15,900
|
|
J. McDonald Williams
|
|
|
58,013
|
|
|
|
32,087
|
|
|
|
|
|
|
|
|
|
|
Certain
Relationships
A. H. Belo has a written Code of Business Conduct and
Ethics, which sets forth A. H. Belos policy that all
directors, officers, and employees avoid business and personal
situations that may give rise to a conflict of interest. A
conflict of interest under the Code occurs when an
individuals private interest significantly interferes or
appears to significantly interfere with A. H. Belos
interest. The Code provides that the Audit Committee (or its
designee) is generally responsible for enforcement of the Code
relating to members of the Board of Directors; and A. H.
Belos Management Committee (or its designee) is generally
responsible for enforcement of the Code relating to officers and
employees.
43
The A. H. Belo Board has adopted a written Related Person
Transaction Policy and Procedures pursuant to which significant
transactions involving the Company and related persons, as
defined in Item 404(a) and accompanying instructions of
Regulation S-K,
are subject to review by the Nominating and Corporate Governance
Committee. In determining whether to approve or ratify a related
person transaction, the Nominating and Corporate Governance
Committee will take into account, among other factors it deems
appropriate, whether the related person transaction is on terms
no less favorable than terms generally available to an
unaffiliated third party under the same or similar circumstances
and the extent of the related persons interest in the
transaction.
In connection with the spin-off, Belo Corp. and A. H. Belo
entered into a separation and distribution agreement, a services
agreement, a tax matters agreement and an employee matters
agreement, effective as of the spin-off date (February 8,
2008). The tax matters agreement was subsequently amended in the
third quarter of 2009 to allow A. H. Belos tax loss for
the year ended December 31, 2008 to be carried back to Belo
Corp.s 2007 consolidated tax return. After the tax matters
agreement was amended, Belo Corp. amended its 2007 tax return to
generate a federal income tax refund, which refund is held by
Belo Corp. on A. H. Belos behalf and will be applied
towards A. H. Belos future obligations to reimburse Belo
Corp. for a portion of Belo Corp.s contributions to the
Belo Corp.-sponsored pension plan.
Belos Dallas/Fort Worth television station,
WFAA-TV, and
The Dallas Morning News, owned by A. H. Belo, entered
into agreements whereby each agrees to provide media content,
cross-promotion and other services to the other on a mutually
agreed-upon
basis. Robert Decherd is chairman of the board, president and
Chief Executive Officer of A. H. Belo, and the non-executive
chairman of the board of Belo Corp. Jim Moroney, executive vice
president of A. H. Belo and publisher and Chief Executive
Officer of The Dallas Morning News, is an executive
officer of A. H. Belo and a director of Belo Corp. Dealey
Herndon is a director of both Belo Corp. and A. H. Belo. Robert
and Dealey, his sister, serve as directors of A. H. Belo and
Belo Corp. Jim Moroney is their second cousin.
In connection with the February 2008 spin-off and an assessment
of their respective downtown Dallas real estate needs, A. H.
Belo and Belo Corp. agreed to co-own, through the creation of a
limited liability company (the LLC), The Belo
Building, related parking sites, and specified other downtown
Dallas real estate. A. H. Belo and Belo each own 50 percent
of the LLC and lease from the LLC 50 percent of the
available rental space in The Belo Building and related parking
sites under long-term leases that are terminable under various
conditions. A third party real estate services firm, engaged by
the LLC, manages The Belo Building and other real estate owned
by the LLC.
The Company is not aware of any other related person
transactions that would require disclosure.
44
ANNUAL
REPORT AND ADDITIONAL MATERIALS
Our 2009 annual report to shareholders is being distributed with
this proxy statement. Copies of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009 may be
obtained without charge upon written or oral request to A. H.
Belo Corporation, Attention: Daniel J. Blizzard, Secretary, P.
O. Box 224866, Dallas, Texas
75222-4866,
(214) 977-8200.
Our Annual Report on
Form 10-K
is also available free of charge on www.ahbelo.com, along
with our Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and amendments to all these reports as soon as reasonably
practicable after the reports are electronically filed with or
furnished to the SEC.
Householding
Information
If you and others who share your mailing address own A. H. Belo
common stock in street name, meaning through bank or brokerage
accounts, you may have received a notice that your household
will receive only one annual report and proxy statement from
each company whose stock is held in such accounts. This
practice, known as householding, is designed to
reduce the volume of duplicate information and reduce printing
and mailing costs. Unless you responded that you did not want to
participate in householding, a single copy of this proxy
statement and the 2009 annual report have been sent to your
address. (Each shareholder will continue to receive a separate
proxy voting form.) If you hold shares through a bank or
brokerage firm and would like to receive a separate copy of this
proxy statement and the 2009 annual report, please contact the
Investor Relations Department of A. H. Belo Corporation (P. O.
Box 224866, Dallas, Texas
75222-4866,
(214) 977-8200),
and we will promptly send additional copies on request. In
addition, if you wish in the future to receive your own set of
proxy materials or if your household is currently receiving
multiple copies of the proxy materials and you would like in the
future to receive only a single set of proxy materials at your
address, please notify the brokerage firms or banks where your
shares are held. You may also have an opportunity to opt in or
opt out of householding by following the instructions on your
proxy voting form supplied with this proxy statement by your
bank or broker.
How to
Receive Future Proxy Statements and Annual Reports
Online
You can elect to receive future A. H. Belo proxy statements and
annual reports over the Internet, instead of receiving paper
copies in the mail. Registered shareholders may elect electronic
delivery of future proxy materials and other shareholder
communications simply by updating their shareholder account
information through Investor ServiceDirect, which may be
accessed via the Internet at
www.bnymellon.com/shareowner/isd.
If you hold your shares in broker or nominee name and are not
given an opportunity to consent to electronic delivery when you
vote your shares online, you may contact the holder of record
through which you hold your shares and ask about the
availability of Internet delivery.
If you do consent to Internet delivery, a notation will be made
in your account. When future proxy statements and annual reports
become available, you will receive an
e-mail
notice instructing you on how to access them over the Internet.
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to Be Held on
June 10, 2010
This proxy statement and the 2009 annual report are available at
http://bnymellon.mobular.net/bnymellon/ahc. These
documents are also posted on our Web site at
www.ahbelo.com.
SHAREHOLDER
PROPOSALS FOR 2011 MEETING
In order to propose business for consideration or nominate
persons for election to the A. H. Belo Board, a shareholder must
comply with the advance notice provisions of our bylaws. The
bylaws provide that any such proposals or nominations must be
submitted to and received by us between March 12, 2011 and
April 11, 2011 in order to be considered at the 2011 annual
meeting, and must satisfy the other requirements in our bylaws
regarding such proposals or nominations. If the shareholder does
not also comply with the requirements of SEC
Rule 14a-4,
we may exercise discretionary voting authority under proxies we
solicit to vote on any such proposal or nomination
45
made by a shareholder. A shareholder who is interested in
submitting a proposal for inclusion in our proxy materials for
the 2011 annual meeting may do so by submitting the proposal to
the attention of A. H. Belos Secretary by no later than
December 31, 2010 and following the procedures described in
the Companys bylaws and in SEC
Rule 14a-8.
Copies of the bylaws and SEC
Rules 14a-4
and 14a-8
may be obtained by contacting A. H. Belos Secretary at P.
O. Box 224866, Dallas, Texas
75222-4866,
or by telephone at
(214) 977-8200,
and submissions pursuant to these provisions should be addressed
to A. H. Belos Secretary at this same address.
GENERAL
At the date of this proxy statement, we do not know of any
matters to be presented for action at the annual meeting other
than those described in this proxy statement. If any other
matters should come before the annual meeting, the persons named
in the accompanying form of proxy will have discretionary
authority to vote all proxies in accordance with their best
judgment, unless otherwise restricted by law.
By Order of the Board of Directors
DANIEL J. BLIZZARD
Secretary
Dated: April 30, 2010
46
APPENDIX A
MAJORITY
VOTING IN THE ELECTION OF DIRECTORS
Excerpted from A. H. Belo Corporation
Corporate Governance Guidelines
The
complete current version of the Corporate Governance Guidelines
as approved and adopted by the
Board is posted on A. H. Belos Web site at
www.ahbelo.com.
A copy of the Corporate Governance Guidelines may be obtained
without charge upon written or oral request to
A. H. Belo Corporation, Attention: Daniel J. Blizzard,
Secretary,
P. O. Box 224866, Dallas, Texas
75222-4866,
(214) 977-8200.
Board
Composition & Qualifications
Majority
Voting in the Election of Directors
If a nominee for director who is an incumbent director does not
receive the vote of at least a majority of the votes cast at any
meeting for the election of directors at which a quorum is
present and no successor has been elected at such meeting, the
director will promptly tender his or her resignation to the
Board. For purposes of this Corporate Governance Guideline, a
majority of votes cast means that the number of votes cast
for a directors election exceeds 50% of the
number of votes cast with respect to that directors
election or, in the case where the number of nominees exceeds
the number of directors to be elected, cast with respect to
election of directors generally. Votes cast include votes to
withhold authority in each case and exclude abstentions with
respect to that directors election, or, in the case where
the number of nominees exceeds the number of directors to be
elected, abstentions with respect to election of directors
generally.
The Nominating and Corporate Governance Committee will make a
recommendation to the Board as to whether to accept or reject
the tendered resignation, or whether other action should be
taken. The Board will act on the tendered resignation, taking
into account the Nominating and Corporate Governance
Committees recommendation, and publicly disclose (by a
press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication)
its decision regarding the tendered resignation and the
rationale behind the decision within 90 days from the date
of the certification of the election results. The Nominating and
Corporate Governance Committee in making its recommendation, and
the Board in making its decision, may each consider any factors
or other information that it considers appropriate and relevant.
The director who tenders his or her resignation will not
participate in the recommendation of the Nominating and
Corporate Governance Committee or the decision of the Board with
respect to his or her resignation.
A-1
APPENDIX B
INDEPENDENCE
STANDARDS
Excerpted from A. H. Belo Corporation
Corporate Governance Guidelines
The
complete current version of the Corporate Governance Guidelines
as approved and adopted by the
Board is posted on A. H. Belos Web site at
www.ahbelo.com.
A copy of the Corporate Governance Guidelines may be obtained
without charge upon written or oral request to
A. H. Belo Corporation, Attention: Daniel J. Blizzard,
Secretary,
P. O. Box 224866, Dallas, Texas
75222-4866,
(214) 977-8200.
Board
Composition & Qualifications
Independence
A majority of the directors comprising the Board shall be
independent directors. An independent director is a
director who meets the New York Stock Exchange
(NYSE) standards of independence, as determined by
the Board. The Board has adopted the standards set forth on
Attachment A to these Guidelines to assist it in making
determinations of a directors independence.
Board
Committees:
Number,
Structure and Independence of Committees
The Board has three standing
committees: Audit, Compensation, and Nominating
and Corporate Governance. All members of the Audit,
Compensation, and Nominating and Corporate Governance Committees
shall be directors who meet the NYSE standards of
independence as determined by the Board. Directors
who serve on the Audit Committee must meet additional
independence criteria described in Attachment A to these
Guidelines.
Attachment
A: Independence Standards
A director shall be independent if the director meets each of
the following standards and otherwise has no material
relationship with A. H. Belo, either directly, or as a partner,
stockholder, or officer of an organization that has a
relationship with A. H. Belo. For purposes of these standards,
A. H. Belo means A. H. Belo Corporation and its
consolidated subsidiaries, collectively.
|
|
|
|
1.
|
the director is not, and in the past three years has not been,
an employee of A. H. Belo;
|
|
|
2.
|
an immediate family member of the director is not, and in the
past three years has not been, employed as an executive officer
of A. H. Belo;
|
|
|
3.
|
(a) neither the director nor a member of the
directors immediate family is a current partner of A. H.
Belos outside auditing firm; (b) the director is not
a current employee of A. H. Belos outside auditing firm;
(c) no member of the directors immediate family is a
current employee of A. H. Belos outside auditing firm
participating in the firms audit, assurance, or tax
compliance (but not tax planning) practice; and (d) neither
the director nor a member of the directors immediate
family was within the past three years (but is no longer) a
partner or employee of A. H. Belos outside auditing firm
and personally worked on A. H. Belos audit within that
time;
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4.
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neither the director nor a member of the directors
immediate family is, or in the past three years has been, part
of an interlocking directorate in which a current executive
officer of A. H. Belo served on the compensation committee of
another company at the same time the director or the
directors immediate family member served as an executive
officer of that company;
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5.
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neither the director nor a member of the directors
immediate family has received during any
12-month
period in the past three years, any direct compensation payments
from A. H. Belo in excess of $100,000, other than compensation
for Board service, compensation received by the directors
immediate family
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B-1
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member for service as a non-executive employee of A. H. Belo,
and pension or other forms of deferred compensation for prior
service;
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6.
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the director is not a current executive officer or employee, and
no member of the directors immediate family is a current
executive officer, of another company that makes payments to or
receives payments from A. H. Belo, or during any of the last
three fiscal years has made payments to or received payments
from A. H. Belo, for property or services in an amount that, in
any single fiscal year, exceeded the greater of $1 million
or 2% of the other companys consolidated gross revenues;
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7.
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the director is not an executive officer of a non-profit
organization to which A. H. Belo makes or in the past three
fiscal years has made, payments (including contributions) that,
in any single fiscal year, exceeded the greater of
$1 million or 2% of the non-profit organizations
consolidated gross revenues;
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8.
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the director is not, and during the last fiscal year has not
been, a partner in, or a controlling shareholder or executive
officer of, a business corporation, non-profit organization, or
other entity to which A. H. Belo was indebted at the end of A.
H. Belos last full fiscal year in an aggregate amount in
excess of 2% of A. H. Belos total consolidated assets at
the end of such fiscal year;
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9.
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the director is not, and during the last fiscal year has not
been, a member of, or of counsel to, a law firm that A. H. Belo
has retained during the last fiscal year or proposes to retain
during the current fiscal year; or
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10.
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the director is not, and during the last fiscal year has not
been, a partner or executive officer of any investment banking
firm that has performed services for A. H. Belo, other than as a
participating underwriter in a syndicate, during the last fiscal
year or that A. H. Belo proposes to have perform services during
the current fiscal year.
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The Board may determine that a director or nominee is
independent even if the director or nominee does not
meet each of the standards set forth in paragraphs
(7) through (10) above as long as the Board determines
that such person is independent of management and free from any
relationship that in the judgment of the Board would interfere
with such persons independent judgment as a member of the
Board and the basis for such determination is disclosed in A. H.
Belos annual proxy statement.
In addition, a director is not considered independent for
purposes of serving on the Audit Committee, and may not serve on
that committee, if the director: (1) receives, either
directly or indirectly, any consulting, advisory or other
compensatory fee from A. H. Belo Corporation or any of its
subsidiaries other than: (a) fees for service as a
director, and (b) fixed amounts of compensation under a
retirement plan (including deferred compensation) for prior
service with A. H. Belo; or (2) is an affiliated
person of A. H. Belo Corporation or any of its
subsidiaries; each as determined in accordance with Securities
and Exchange Commission regulations.
For purposes of this Attachment A, an immediate
family member means a persons spouse, parents,
children, siblings, mother and
father-in-law,
sons and
daughters-in-law,
brothers and
sisters-in-law,
and anyone (other than domestic employees) who shares such
persons home.
B-2
NOTICE TO
PARTICIPANTS
IN THE
A. H. BELO SAVINGS PLAN AND
THE SEPARATE BELO SAVINGS PLAN
MAINTAINED BY BELO CORP.
(the Savings Plans)
You should have received by separate correspondence a Notice of
Internet Availability of Proxy Materials (the
Notice) informing you of your ability to access the
A. H. Belo Corporation (A. H. Belo or the
Company) proxy materials on the Web site
referred to in the Notice or to request to receive a printed set
of the proxy materials. The proxy materials relate to the 2010
Annual Meeting of Shareholders of A. H. Belo that will be held
in the Auditorium of The Belo Building at 400 South Record
Street, Third Floor, Dallas, Texas, on June 10, 2010, at
1:30 p.m. (local time). The A. H. Belo Board of Directors
has fixed the close of business on April 22, 2010 as the
record date (the Record Date) for the
determination of shareholders entitled to receive notice of and
to vote at the 2010 Annual Meeting of Shareholders or any
adjournment(s) thereof. The annual meeting will be held for the
purpose of electing two Class II directors, ratifying the
appointment of KPMG LLP as the Companys independent
registered public accounting firm, and considering any other
matters that properly may come before the meeting or any
postponement or adjournment of the meeting.
Directions
to the Trustee
Only Fidelity Management Trust Company, as the trustee of
each of the Savings Plans (Fidelity), can
vote the shares of A. H. Belo stock held by each of the Savings
Plans. However, under the terms of your plan, you are entitled
to instruct Fidelity how to vote the shares of A. H. Belo stock
that were allocated to your plan account at the close of
business on the Record Date. Voting instructions with respect to
shares held in the Savings Plans must be received by
11:59 p.m. Eastern Time on June 8, 2010, and may not
be provided at the meeting.
The Notice you received includes instructions on how to access
the proxy materials and how to provide your voting instructions
to Fidelity via the Internet. It also provides information on
how to request a printed set of the proxy materials, including a
voting instruction card. Your participation is important and
your vote is confidential. Please take the time to vote your
plan shares via the Internet using the instructions included in
the Notice, by using the toll-free telephone number provided in
the proxy materials, or, if you opt to receive paper copies, by
completing the voting instruction card and returning it in the
envelope provided.
With respect to each of the Savings Plans, Fidelity will vote
all A. H. Belo shares held by that plan in accordance with the
voting instructions that are received via mail, telephone, or
Internet on or before June 8, 2010 from participants in
that plan, unless Fidelity determines such instructions are
contrary to the requirements of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). If you sign, date, and
return a paper voting instruction card but do not check any
boxes on the card, then Fidelity will vote your plan shares FOR
all nominees standing for election as directors and FOR
ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm. In
addition, at its discretion, Fidelity is authorized to vote on
any other matter that properly may come before the meeting or
any adjournment or postponement of the meeting.
Confidentiality
and Instructions
Your voting instructions to Fidelity are strictly confidential
and will not be revealed, directly or indirectly, to any
director, officer, or other employee of A. H. Belo or to anyone
else, except as otherwise required by law. Therefore, you should
feel completely free to instruct Fidelity to vote your plan
shares in the manner you think best.
Voting
Deadline
Because of the time required to tabulate voting instructions
from participants before the annual meeting, Fidelity must
establish a cut-off date for receipt of voting instructions.
The cut-off date is June 8, 2010. Fidelity cannot
ensure that voting instructions received after the cut-off date
will be tabulated. Therefore, it is important that you act
promptly to vote your plan shares on or before June 8,
2010. If Fidelity does not receive timely instructions from you
with respect to your plan shares, Fidelity will vote your shares
in the same proportion as the shares for which voting
instructions have been received from other participants in your
Savings Plan.
Further
Information
If you are a direct shareholder of A. H. Belo, please note
that there is a separate proxy card with respect to your
directly-owned shares. You must vote your directly-owned shares
and your plan shares separately, either by returning the proxy
card and voting instruction card by mail, or by separately
voting by Internet or telephone with respect to your
directly-held and your plan shares. You may not use the proxy
card or the voter identification information with respect to
your directly-held shares to vote your plan shares. Your direct
vote of non-plan shares is not confidential.
If you have questions regarding the information provided to you,
you may contact the plan administrator at
(800) 835-5098
between 8:00 a.m. and 5:00 p.m., Central Time, Monday
through Friday.
Your ability to instruct Fidelity how to vote your plan shares
is an important part of your rights as a participant. Please
consider the proxy materials carefully and provide your voting
instructions to us promptly.
April 30, 2010
FIDELITY MANAGEMENT TRUST COMPANY
as Trustee of the A. H. BELO SAVINGS PLAN and
as Trustee of the BELO SAVINGS PLAN
AH BELO-LTR-10
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. We encourage you to take advantage of Internet or
telephone voting. Both are available 24 hours a day, 7 days a week. Internet and telephone voting
is available through 11:59 PM Eastern Time the day prior to the annual meeting day. A. H. BELO
CORPORATION INTERNET http://www.proxyvoting.com/ahc Use the Internet to vote your proxy. Have your
proxy card in hand when you access the Web site. OR TELEPHONE 1-866-540-5760 Use any touch-tone
telephone to vote your proxy. Have your proxy card in hand when you call. If you vote your proxy by
Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign
and date your proxy card and return it in the enclosed postage-paid envelope. Your Internet or
telephone vote authorizes the named proxies to vote your shares in the same manner as if you
marked, signed and returned your proxy card. 70595 FOLD AND DETACH HERE Please mark your votes as
1. Election of the following nominees as Class II director indicated in this example (terms expire
in 2013) WITHHOLD AUTHORITY FOR ALL FROM ALL NOMINEES NOMINEES 01 Laurence E. Hirsch 02 John P.
Puerner FOR ALL NOMINEES EXCEPT ANY NOMINEE(S) WHOSE NAME IS WRITTEN BELOW. FOR AGAINST ABSTAIN 2.
Ratification of the appointment of KPMG LLP as the Companys independent registered public
accounting firm. 3. At the discretion of such proxy holders on any other matter that properly may
come before the meeting or any adjournment or postponement thereof. This proxy, when properly
completed and returned, will be voted in the manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted FOR all nominees standing for election as
directors, FOR the ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm, and in the proxyholders discretion on any other matter
presented at the meeting. This proxy will be governed by and construed in accordance with the laws
of the State of Delaware and applicable federal securities laws. Mark Here for Address Change or
Comments SEE REVERSE Please sign exactly as your name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in partnership name by authorized
person. Signature Signature Date |
You can now access your A. H. Belo Corporation account online. Access your A. H. Belo Corporation
account online via Investor ServiceDirect® (ISD). BNY Mellon Shareowner Services, the
transfer agent for A. H. Belo Corporation, now makes it easy and convenient to get current
information on your shareholder account. View account status View payment history for dividends
View certificate history Make address changes View book-entry information Obtain a
duplicate 1099 tax form Visit us on the Web at http://www.bnymellon.com/shareowner/isd For
Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time Investor
ServiceDirect® Available 24 hours per day, 7 days per week TOLL FREE NUMBER:
1-800-370-1163 Choose MLinkSM for fast, easy and secure 24/7 online access to your
future proxy materials, investment plan statements, tax documents and more. Simply log on to
Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step
instructions will prompt you through enrollment. Important notice regarding the Internet
availability of proxy materials for the Annual Meeting of shareholders. The Proxy Statement and the
2009 Annual Report to Stockholders are available at: http://www.proxyvoting.com/ahc FOLD AND DETACH
HERE PROXY Annual Meeting of Shareholders To be held June 10, 2010 THE BOARD OF DIRECTORS OF A.
H. BELO CORPORATION SOLICITS THIS PROXY The undersigned hereby appoints Robert W. Decherd, Alison
K. Engel, and Daniel J. Blizzard, or any one or more of them, as proxies, each with the power to
appoint his or her substitute, and hereby authorizes each of them to represent and to vote as
designated below all the shares of the common stock of A. H. Belo Corporation held of record by the
undersigned on April 22, 2010, at the 2010 Annual Meeting of Shareholders, and any adjournment or
postponement thereof. THIS PROXY, WHEN PROPERLY COMPLETED AND RETURNED BY YOU, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES STANDING FOR ELECTION AS DIRECTORS, FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND IN THE
PROXYHOLDERS DISCRETION ON ANY OTHER MATTER PRESENTED AT THE MEETING. Address Change/Comments
(Mark the corresponding box on the reverse side) BNY MELLON SHAREOWNER SERVICES P.O. BOX 3550 SOUTH
HACKENSACK, NJ 07606-9250 (Continued and to be marked, dated and signed, on the other side) 70595 |
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. We encourage you to take advantage of Internet or
telephone voting. Both are available 24 hours a day, 7 days a week. Voting instructions must be
received by 11:59 PM Eastern Time on June 8, 2010. A. H. BELO CORPORATION INTERNET
http://www.proxyvoting.com/ahc Use the Internet to vote. Have your Voting Instruction Card in hand
when you access the Web site. OR TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote.
Have your Voting Instruction Card in hand when you call. If you vote by Internet or by telephone,
you do NOT need to mail back your Voting Instruction Card. To vote by mail, mark, sign and date
your Voting Instruction Card and return it in the enclosed postage-paid envelope. Your Internet or
telephone vote authorizes the trustee of the Savings Plans to vote your shares in the same manner
as if you marked, signed and returned your Voting Instruction card. Fulfillment 70600 73943-PK FOLD
AND DETACH HERE 1. Election of the following nominees as Class II director (terms expire in 2013)
WITHHOLD AUTHORITY FOR ALL FROM ALL NOMINEES NOMINEES 01 Laurence E. Hirsch 02 John P. Puerner FOR
ALL NOMINEES EXCEPT ANY NOMINEE(S) WHOSE NAME IS WRITTEN BELOW. Please mark your votes as indicated
in this example X FOR AGAINST ABSTAIN 2. Ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm. 3. At the discretion of trustee of the
Savings Plans on any other matter that properly may come before the meeting or any adjournment or
postponement thereof. The Trustee of the Savings Plans is hereby instructed to vote in the manner
described herein or, if no direction is made, to vote FOR all nominees standing for election as
directors, FOR the ratification of the appointment of KPMG LLP as the Companys independent
registered public accounting firm, and in the trustees discretion on any other matter presented at
the meeting. This Voting Instruction Card will be governed by and construed in accordance with the
laws of the State of Delaware and applicable federal securities laws. Mark Here for Address Change
or Comments SEE REVERSE I hereby authorize Fidelity Management Trust Company, as trustee under the
Savings Plans, to vote the full shares of A. H. Belo common stock credited to my plan account at
the 2010 Annual Meeting in accordance with instructions given above. The trustee has appointed BNY
Mellon Shareowner Services as agent to tabulate the votes. Signature Signature Date |
YOUR VOTING INSTRUCTION CARD FOR A. H. BELO CORPORATION SHARES HELD IN YOUR SAVINGS PLAN
ACCOUNT IS ATTACHED BELOW Important notice regarding the Internet availability of proxy
materials for the Annual Meeting of shareholders. The Proxy Statement and the 2009 Annual Report to
Stockholders are available at: http://www.proxyvoting.com/ahc FOLD AND DETACH HERE VOTING
INSTRUCTIONS TO FIDELITY MANAGEMENT TRUST COMPANY (Fidelity) as Trustee of the A. H. Belo
Savings Plan and of the separate Belo Savings Plan maintained by Belo Corp. (the Savings Plans)
A. H. Belo Corporation Annual Meeting of Shareholders To be held June 10, 2010 TO
PARTICIPANTS IN THE SAVINGS PLANS: As a participant in one of the Savings Plans, you may instruct
Fidelity, as the trustee of each of the Savings Plans, how to vote the shares of A. H. Belo
Corporation (A. H. Belo) common stock allocated to your plan account at the 2010 Annual Meeting
of Shareholders, and any adjournment or postponement thereof. This voting instruction card, when
properly completed and returned by you, will constitute instructions to Fidelity to vote the shares
of A. H. Belo common stock credited to your plan account as of April 22, 2010. Your instructions to
Fidelity will be held in strict confidence and will be made available only to the inspectors of the
election at the Annual Meeting, none of whom is an employee of A. H. Belo. Please use the other
side of this form in giving your instructions. If Fidelity has not received your voting
instructions by June 8, 2010, your plan shares will be voted by Fidelity in the same proportion as
those shares for which voting instructions have been timely received with respect to your plan. If
you sign, date, and return a voting instruction card but do not check any boxes on the card,
Fidelity will vote your plan shares FOR all nominees standing for election as directors, FOR
the ratification of the appointment of KPMG LLP as A. H. Belos independent registered public
accounting firm, and in Fidelitys discretion on any other matter presented at the meeting.
Address Change/Comments (Mark the corresponding box on the reverse side) BNY MELLON
SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 (Continued and to be marked,
dated and signed, on the other side) Fulfillment 70600 73943-PK |