Item
5
.0
2
.
Departure of Directors or Certain Of
ficers; Election of Directors; A
ppointment of Certain Officers; Compensatory
Arrangements
of Certain Officers.
(d)
On M
ay 11,
2017, the
shareholders of A. H. Belo Corporation
approved the A. H. Belo 2017 Incentive Compensation Plan, which is intended to replace the A. H. Belo 2008 Incentive Compensation Plan
that
expires in
February
2018.
The
A. H. Belo 2017 Inc
entive Compensation Plan was
filed
as Exhibit I to the Company’s Proxy Statement on Schedule 14A
filed
on March
28,
2017 (the “2017 Proxy Statement”),
and
is
incorporated
herein
by reference.
The vote results regarding the 2017 Incentive Compensation Plan are set forth in Item 5.07 below.
The forms of Evidence of Grant for equity grants
to be
awarded under the 2017 Incentive Compensation Plan to Non-Employee Directors and to Employees are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of S
hareholders of A. H. Belo Corporation (the "Company" or "A. H. Belo") was held on May
11,
2017, in Dallas, Texas. The following are the final voting results and a brief description of each matter submitted to the Company's shareholders at that meeting. Each proposal is described in more detail in the Company's 2017 Proxy Statement
, dated March 28, 2017
.
Proposal 1: Election of Directors.
The shareholders of the Company elected each of the three director nominees nominated by the Company's Board of Directors, as follows: John A. Beckert, Robert W. Decherd, and Tyree B. (Ty) Miller were elected as Class III directors and are eligible to serve a three-year term until the 2020 annual meeting.
The following is a tabulation of the voting results with respect to each director nominee:
|
|
|
|
Director
|
Votes For
|
Withheld
|
Broker
Non-Votes
|
John A. Beckert
|
34,253,194
|
3,137,565
|
4,234,817
|
Robert W. Decherd
|
35,131,809
|
2,258,950
|
4,234,817
|
Tyree B. (Ty) Miller
|
34,151,391
|
3,239,368
|
4,234,817
|
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm.
The Company's shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 201
7
by the following vote:
|
|
|
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
40,699,576
|
916,389
|
9,611
|
0
|
Proposal 3: R
esolution
A
pproving the A. H. Belo 2017 Incentive Compensation Plan
.
The Company's shareholders
approved the A. H. Belo 2017 Incentive Compensation Plan
by
the affirmative vote of a majority of the voting power represented at the annual meeting and entitled to vote
:
|
|
|
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
28,043,312
|
9,264,425
|
83,022
|
4,234,817
|
Proposal 4:
Approval of an
Advisory
R
esolution regarding
E
xecutive
C
ompensation (
S
ay-on-
P
ay).
The Company's shareholders approved
the following
advisory resolution
by the affirmative vote of a majority of the voting power represented at the annual meeting and entitled to
vote:
“RESOLVED, that the shareholders of A. H. Belo Corporation (“A. H. Belo” or the “Company”) approve, on an advisory basis, the compensation of A. H. Belo’s named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the Summary Compensation Table and the related compensation tables, notes and narrative contained in the 2017 proxy statement.”
The shareholder vote was as follows:
|
|
|
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
36,138,652
|
1,161,597
|
90,510
|
4,234,817
|
Proposal 5: Advisory
V
ote regarding the Frequency of F
uture
S
ay-on-
P
ay
V
otes (
S
ay-on-
F
requency).
The
results of the shareholder advisory vote on the frequency of future say-on-pay votes were
:
|
|
|
|
|
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker
Non-Votes
|
9,520,076
|
531,722
|
27,242,744
|
96,217
|
4,234,817
|
The choice of every three years was approved by the Company’s shareholders, having received the affirmative vote of more than a majority of the voting power represented at the annual meeting and entitled to vote on this proposal. In light of this result, the
Company’s
Board
of Directors
has decided to conduct future advisory votes on executive compensation every three years. Accordingly, the next shareholder advisory say-on-pay vote is scheduled to be held at the Company’s 2020 annual meeting of shareholders.