Current Report Filing (8-k)
July 29 2019 - 4:25PM
Edgar (US Regulatory)
UNITED
S
T
A
TES
SECURITIES
AND
EXCHANGE
COMMISSION
W
ASHING
T
ON,
D.C.
20549
FORM
8-K
CURRENT
REPO
R
T
PURSUANT
T
O
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
Date
of
Report
(Date
of
earliest
event
reported
):
July
2
6
,
201
9
(Exact
name
of
registrant
as
specified
in
its
charter)
Commission
file
number:
1-33741
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Texas
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38-3765318
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P. O. Box 224866, Dallas, Texas 75222-4866
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(214) 977-82
22
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(Address
of
principal
executive
offices,
including
zip
code)
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(Registrant’s
telephone
number,
including
area
code)
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Check
the
appropriate
box
below
if
the
Form
8-K
filing
is
intended
to
simultaneously
satisfy
the
filing
obligation
of
the
registrant
under
any
of
the
following
provisions:
☐
Written
communications
pursuant
to
Rule
425
under
the
Securities
Act
(17
CFR
230.425)
☐
Soliciting
material
pursuant
to
Rule
14a-12
under
the
Exchange
Act
(17
CFR
240.14a-12)
☐
Pre-commencement
communications
pursuant
to
Rule
14d-2(b)
under
the
Exchange
Act
(17
CFR
240.14d-2(b))
☐
Pre-commencement
communications
pursuant
to
Rule
13e-4(c)
under
the
Exchange
Act
(17
CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.01 par value
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AHC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
2.02.
Results
of
Operations
and
Financial
Condition.
On
July
29
,
2019,
A.
H
.
Belo
Corporation
(the “Company”)
announced
its
consolidated
financial
results
for
the
three months ended
June
3
0
, 201
9
.
A
copy
of
the
announcement
press
release
is
furnished
with
this
report
as
Exhibit
99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 201
9
, the Company
filed with the Securities and Exchange Commission a Form 8-K disclosing that
Timothy M. Storer, 45, President of Belo + Company, will be departing the Company effective December 31, 2019.
On July 26, 2019, in connection with Mr. Storer’s departure, the Compensation Committee of the Board of Directors approved, and the Company entered into a letter agreement that amends
Mr. Storer’s
December 10, 2018 Employment Agreement
. The letter agreement
provides for Mr. Storer’s continued employment through December 31, 2019. During this period of time Mr. Storer will facilitate a transition of responsibilities. Mr. Storer will continue to be compensated at his current annualized base salary of $461,250. Provided Mr. Storer provides such transition assistance and remains employed by the Company through December
31, 2019, he will be entitled to receive a lump sum payment of (i) $100,000, which represents long-term incentive cash that vests on December 31, 2019 in accordance with its terms; (ii) a $150,000 cash incentive payment; and (iii) a payment of approximately $13,572, which equal
s
six times the monthly COBRA premium applicable in 2020 under the A. H. Belo Health and Welfare Benefit Plan. During his employment period, Mr. Storer will continue to be eligible, at his election, to participate in all employee benefit plans and programs generally available to other Company executives.
The foregoing summary of the letter agreement is not complete and is qualified in its entirety by reference to the Letter Amendment to Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference. Mr. Storer’s Employment Agreement was previously filed with the Securities and Exchange Commission on December 11, 2018 as Exhibit 10.1 to the Company’s Form 8-K.
Item
9.01.
Financial
Statements
and
Exhibits.
(d)
Exhibits
.
10.1 Letter Amendment
effective July 17, 2019
by and between Timothy M. Storer and A. H. Belo Corporation
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99.1
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Press
Release
issued
by
A.
H.
Belo
Corporation
on
July
29
, 2019
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SIGN
A
TURE
Pursuant to
the requirements
of the
Securities Exchange
Act of
1934, the
Registrant
has duly
caused this
report to
be signed
on its
behalf
by
the
undersigned
thereunto
duly
authorized.
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A.
H.
BELO
CORPORATION
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Date:
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July
29
, 2019
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By:
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/s/
Katy Murray
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Katy Murray
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Senior Vice President/Chief Financial Officer
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