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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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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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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Belo Corp.
(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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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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Fee paid previously with preliminary materials.
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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)
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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.
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March 26, 2010
Dear Fellow Shareholder:
I am pleased to invite you to attend our 2010 annual meeting of
shareholders, which will be held on Tuesday, May 11, 2010,
in The Belo Building at 400 South Record Street, Dallas, Texas.
The meeting will be held on the third floor in the auditorium. A
map is included for your use.
At the meeting, you will hear a report on 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 Belos 2009
annual report. The proxy statement tells you more about the
agenda and voting procedures for the meeting. It also describes
how the Board operates and provides information about our
directors, including those nominated for election at this
years meeting.
Participants in the Belo Savings Plan and other employee savings
plans will once again receive a Notice of Internet Availability
with instructions for accessing the proxy materials, including
our proxy statement and annual report, and for voting via the
Internet. The notice 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
the impact to the environment.
For those shareholders with access to the Internet, I 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
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 annual meeting, it
is important that your shares be represented at the meeting. I
encourage you to vote your shares as soon as possible 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
on-line Webcast. Please see the notice on the next page for more
information.
I hope to see you on May 11th.
Sincerely,
Dunia A. Shive
President and Chief Executive Officer
Belo
Corp.
P. O.
Box 655237 Dallas, Texas
75265-5237
Tel. 214.977.6606 Fax 214.977.6603
www.belo.com Deliveries: 400 South Record Street Dallas, Texas
75202-4841
Belo Corp.
P. O. Box 655237
Dallas, Texas
75265-5237
www.belo.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2010
To Belo Shareholders:
Please join us for the 2010 annual meeting of shareholders of
Belo Corp. (Belo or the Company). The
meeting will be held in The Belo Building at 400 South Record
Street, Dallas, Texas, on
Tuesday, May 11, 2010, at
11:00 a.m.,
Dallas, Texas time. The meeting will be
held on the third floor in the auditorium. The annual meeting of
shareholders will be simultaneously Webcast on Belos Web
site (www.belo.com). Following the conclusion of the meeting, a
replay of the Webcast will be archived on Belos Web site
through May 25, 2010.
At the meeting, the holders of Belo Series A common stock
and Belo Series B common stock will act on the following
matters:
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1.
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Election of four Class III directors;
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Ratification of the appointment of Ernst & Young LLP
as the Companys independent registered public accounting
firm;
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Consideration of a shareholder proposal relating to repeal of
Belos classified Board of Directors, if presented at the
meeting; and
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Attention to any other matters that may properly come before the
meeting.
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All record holders of shares of Belo Series A common stock
and Belo Series B common stock at the close of business on
March 17, 2010 are entitled to vote at the meeting or at
any postponement or adjournment of the meeting.
Again this year, we will furnish proxy materials on the Internet
to Belo shareholders who are participants and hold Belo shares
in the Belo Savings Plan or the separate A. H. Belo Savings
Plan. These shareholders will receive 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
GUY H. KERR
Secretary
March 26, 2010
TABLE OF
CONTENTS
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Page
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5
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6
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11
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17
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19
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25
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26
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33
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44
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47
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47
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A-1
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B-1
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Belo
Corp.
P. O. Box 655237
Dallas, Texas
75265-5237
www.belo.com
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held On May 11, 2010
This proxy statement contains information related to the annual
meeting of shareholders of Belo Corp. (Belo or the
Company) to be held on
Tuesday, May 11,
2010, beginning at 11:00 a.m., Dallas, Texas time,
in
The Belo Building at 400 South Record Street, Dallas, Texas, and
any postponement or adjournment of the meeting. The meeting will
be held on the third floor in the auditorium.
For those shareholders receiving a Notice of Internet
Availability of Proxy Materials (the Notice), the
Notice will be distributed to those shareholders on or about
March 26, 2010. Paper copies of this proxy statement and
related proxy card will be distributed to all other shareholders
beginning on or about March 31, 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 four
directors, the ratification of the appointment of
Ernst & Young LLP as the Companys independent
registered public accounting firm, consideration of a
shareholder proposal relating to repeal of Belos
classified Board of Directors, and attention to any other
matters properly brought before the meeting. Management will
report on Belos performance in 2009 and respond to
questions and comments from shareholders.
Who can attend the annual meeting?
Shareholders and guests of Belo may attend the annual meeting.
Who may vote at the meeting?
Only shareholders who owned Belo shares at the close of business
on March 17, 2010, the record date, or their duly appointed
proxies, are entitled to vote at the meeting. If you owned Belo
shares at the close of business on March 17, 2010, you are
entitled to vote all of the shares that you held on that date at
the meeting, or at 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
91,305,751 shares of Series A common stock and
11,634,014 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 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 the shares of A. H. Belo Corporation (A.
H. Belo) I received in the spin-off?
No, shares of A. H. Belo are not eligible for voting at this
meeting. A. H. Belo is a separate public company and will hold a
separate annual meeting of shareholders. Only shares of Belo
Corp. are eligible to vote at Belos May 11, 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 Belo Savings Plan account or in your A. H.
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 of Internet
Availability of Proxy Materials. 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 Belo Savings
Plan or in the A. H. Belo Savings Plan
below.)
It is important that you follow the instructions on each proxy
card or the Notice and vote the shares represented by each card
or the Notice 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, the Company has elected to provide access to its
proxy materials over the Internet to participants in the Belo
Savings Plan and the separate A. H. Belo Savings Plan.
Accordingly, a Notice of Internet Availability of Proxy
Materials 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 47 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 online 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 Ernst & Young LLP as the Companys
independent registered public accounting firm, AGAINST the
shareholder proposal relating to repeal of Belos
classified Board, 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 Ernst & Young 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 and the
shareholder proposal relating to the repeal of Belos
classified board are not routine matters and brokers
will not be permitted to vote any uninstructed shares on the
election of directors or on the shareholder proposal.
If you want to vote using the Internet or telephone, please
follow the instructions on each proxy card or the Notice and
have the proxy card or the Notice available when you call in or
access the voting site. In order to be included in the final
tabulation of proxies, completed proxy cards must be received
and votes cast using the Internet or telephone must be cast by
the date and time noted on the card or the Notice.
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 proxy card or contact your broker or
nominee to determine available voting arrangements.
If you participate in either the Belo Savings Plan or the A. H.
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 Belo Savings Plan or in the A. H. 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 March 17, 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 Belo Savings Plan or the A. H.
Belo Savings Plan must be submitted by May 9, 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 Belo Corp. 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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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 Belo Savings Plan or in the A. H. Belo Savings
Plan
below.
Attendance at the meeting does not by itself revoke a previously
granted proxy.
How do I vote my shares held in the Belo Savings Plan or
in the A. H. Belo Savings Plan?
Fidelity Management Trust Company is the plan trustee for
both the Belo Savings Plan and the separate A. H. Belo Savings
Plan maintained by A. H. Belo (together, the Savings
Plans). Only the plan trustee can vote the shares
3
held by the Savings Plans. If you participate in either of these
Savings Plans and had full shares of Belo Corp. common stock
credited to your account as of the record date, you received a
Notice of Internet Availability of Proxy Materials 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. 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
May 9, 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, FOR ratification of the appointment of
Ernst & Young LLP as the Companys independent
registered public accounting firm, and AGAINST the shareholder
proposal relating to repeal of Belos classified Board. 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
May 9, 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 May 9, 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, FOR ratification of the appointment of
Ernst & Young LLP as the Companys independent
registered public accounting firm, and AGAINST the shareholder
proposal relating to repeal of Belos classified Board.
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 cannot 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.
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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 appointment of Ernst &
Young 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
Consideration
of shareholder proposal
The affirmative vote of
a majority of the voting power represented at the annual meeting
and entitled to vote is required to approve the shareholder
proposal that Belos Board of Directors take the necessary
steps to repeal its classified Board. With respect to shares
held in broker or nominee name, your broker will not have
discretion to vote uninstructed shares on the shareholder
proposal. The proposal, if
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approved by the shareholders, would not eliminate the classified
Board by itself. Instead, the proposal would be an advisory
recommendation to the Board.
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 Belos Board of
Directors. In addition to use of the mails, 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 Belo. Belo pays
the costs of this proxy solicitation.
We have hired Morrow & Co., Inc. to assist in
soliciting proxies from beneficial owners of shares held in the
names of brokers and other nominees, and have agreed to pay
Morrow & Co., Inc. a fee of $7,000 plus its related
costs and expenses. 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
BELO
CORP. STOCK OWNERSHIP
The following tables set forth information as of March 17,
2010, about the beneficial ownership of Belo Corp. 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 and named executive
officers as a group, and by each person known to Belo to own
more than 5% of the outstanding shares of Belo Series A or
Series B common stock. At the close of business on
March 17, 2010, there were 91,305,751 Series A shares,
11,634,014 Series B shares, and 102,939,765 combined
Series A and Series B shares, issued and outstanding.
Under the rules of the Securities and Exchange Commission (the
SEC), 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 (to and
including May 16, 2010
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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 Belo common stock beneficially owned by
all directors and executive officers as a group, representing
14.9% of the outstanding shares of Series A and
Series B common stock, have combined voting power of 57.7%.
Belo
Corp. Stock Ownership of Directors and Executive
Officers
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Shares of Common Stock
Beneficially Owned
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And Percentage of Outstanding
Shares as of March 17,
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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Dunia A. Shive*+
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91,061
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**
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555,000
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4.6
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%
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646,061
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**
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Dennis A. Williamson +
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82,733
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**
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335,500
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2.8
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%
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418,233
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**
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Guy H. Kerr +
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93,838
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**
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427,000
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3.5
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%
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520,838
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**
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Peter L. Diaz +
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22,327
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|
|
**
|
|
|
|
164,400
|
|
|
|
1.4
|
%
|
|
|
186,727
|
|
|
|
**
|
|
Henry P. Becton, Jr.*
|
|
|
13,755
|
|
|
|
**
|
|
|
|
81,284
|
|
|
|
**
|
|
|
|
95,039
|
|
|
|
**
|
|
Judith L. Craven, M.D.,
M.P.H.*
u
|
|
|
7,161
|
|
|
|
**
|
|
|
|
74,379
|
|
|
|
**
|
|
|
|
81,540
|
|
|
|
**
|
|
Robert W. Decherd*
|
|
|
692,877
|
|
|
|
**
|
|
|
|
6,523,391
|
|
|
|
49.2
|
%
|
|
|
7,216,268
|
|
|
|
6.9
|
%
|
Dealey D.
Herndon*
u
|
|
|
143,361
|
|
|
|
**
|
|
|
|
2,745,627
|
|
|
|
23.4
|
%
|
|
|
2,888,988
|
|
|
|
2.8
|
%
|
James M. Moroney III*
|
|
|
467,840
|
|
|
|
**
|
|
|
|
3,024,674
|
|
|
|
25.0
|
%
|
|
|
3,492,514
|
|
|
|
3.4
|
%
|
Wayne R.
Sanders*
u
|
|
|
73,361
|
|
|
|
**
|
|
|
|
53,924
|
|
|
|
**
|
|
|
|
127,285
|
|
|
|
**
|
|
M. Anne Szostak*
|
|
|
33,361
|
|
|
|
**
|
|
|
|
44,125
|
|
|
|
**
|
|
|
|
77,486
|
|
|
|
**
|
|
McHenry T. Tichenor,
Jr.*
u
|
|
|
20,426
|
|
|
|
**
|
|
|
|
0
|
|
|
|
**
|
|
|
|
20,426
|
|
|
|
**
|
|
Lloyd D. Ward*
|
|
|
73,361
|
|
|
|
**
|
|
|
|
83,739
|
|
|
|
**
|
|
|
|
157,100
|
|
|
|
**
|
|
All directors and named executive officers as a group
(13 persons)
|
|
|
1,815,462
|
|
|
|
2.0
|
%
|
|
|
14,113,043
|
|
|
|
90.2
|
%
|
|
|
15,928,505
|
|
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
u
|
|
Nominee
|
|
+
|
|
Executive Officer
|
|
**
|
|
Less than one percent
|
|
(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
|
6
|
|
|
|
|
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, 7.4%; Jim Moroney, 3.7%;
Dealey Herndon, 3.1%; and all directors and executive officers
as a group, 15.1%. 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.
|
|
|
|
Dunia Shive 20,824 Series A shares owned by
Dunia and her husband as to which she shares voting and
dispositive power.
|
|
|
|
Dennis Williamson 61,101 shares Series A
shares owned by Dennis and his wife as to which he shares voting
and dispositive power.
|
|
|
|
Guy Kerr 75,074 Series A shares owned by Guy
and his wife as to which he shares voting and dispositive power.
|
|
|
|
Henry Becton 8,168 Series A shares held by a
limited liability company of which Henry is a partial owner and
3,226 Series A shares held in a trust for which Henry
serves as trustee.
|
|
|
|
Robert Decherd 13,980 Series A shares held in
trust for which Robert serves as trustee; Robert disclaims
beneficial ownership of these shares. Roberts holdings
also include 23,159 Series B shares owned by him and his
wife as to which he shares voting and dispositive power.
|
|
|
|
Dealey Herndon 20,000 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 100,000
Series A shares owned by her and her husband as to which
she shares voting and dispositive power.
|
|
|
|
Jim Moroney 336,645 Series A shares held by
Moroney Family Belo, LLC, a limited liability company for which
Jim serves as manager, 2,454,977 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, and 52,100 Series B shares held in a
family trust as to which he has sole voting authority, as well
as 480 Series B shares owned by Jim and his wife as to
which he shares voting and dispositive power. Jims
holdings also include 29,800 Series A shares held by a
family charitable foundation for which Jim serves as trustee;
Jim disclaims beneficial ownership of these shares.
|
|
|
|
Wayne Sanders 50,000 Series A shares owned by
him and his wife as to which he shares voting and dispositive
power.
|
|
|
|
Mac Tichenor 10,000 Series A shares owned by
him and his wife as to which he shares voting and dispositive
power.
|
|
(2)
|
|
Robert Decherds holdings include 1,345,562 Belo
Series B shares owned by him and which are subject to a
pledge. Jim Moroneys holdings include 51,995 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 Belo Savings Plan (or, with respect
to Robert Decherd and Jim Moroney, in the A. H. Belo Savings
Plan) at March 17, 2010, (b) shares that could be
purchased by exercise of options exercisable on March 17,
2010 or within 60 days thereafter (to and
|
7
|
|
|
|
|
including May 16, 2010) under Belos equity
compensation plans, and (c) shares that could be received
upon the vesting and payment of RSU awards to and including
May 16, 2010 (60 days after the record date), as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Shares Issuable
|
|
|
|
|
|
|
Upon Vesting &
|
|
|
Shares Held in
|
|
Exercisable
|
|
Payment of RSU
|
|
|
Belo Savings Plan(*)
|
|
Stock Options
|
|
Awards
|
Name
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
3,632
|
|
|
|
|
|
|
|
|
|
|
|
555,000
|
|
|
|
|
|
|
|
|
|
Dennis A. Williamson
|
|
|
2,490
|
|
|
|
|
|
|
|
|
|
|
|
335,500
|
|
|
|
|
|
|
|
|
|
Guy H. Kerr
|
|
|
1,720
|
|
|
|
|
|
|
|
|
|
|
|
427,000
|
|
|
|
|
|
|
|
|
|
Peter L. Diaz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164,400
|
|
|
|
|
|
|
|
|
|
Henry P. Becton, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,284
|
|
|
|
1,038
|
|
|
|
|
|
Judith L. Craven, M.D., M.P.H
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,379
|
|
|
|
1,038
|
|
|
|
|
|
Robert W. Decherd
|
|
|
5,468
|
|
|
|
|
|
|
|
|
|
|
|
1,632,925
|
|
|
|
21,338
|
|
|
|
|
|
Dealey D. Herndon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,379
|
|
|
|
22,038
|
|
|
|
|
|
James M. Moroney III
|
|
|
4,909
|
|
|
|
|
|
|
|
|
|
|
|
488,969
|
|
|
|
21,338
|
|
|
|
|
|
Wayne R. Sanders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,924
|
|
|
|
22,038
|
|
|
|
|
|
M. Anne Szostak
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,125
|
|
|
|
22,038
|
|
|
|
|
|
McHenry T. Tichenor, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,426
|
|
|
|
|
|
Lloyd D. Ward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,739
|
|
|
|
22,038
|
|
|
|
|
|
All directors and named executive officers as a group
(13 persons)
|
|
|
18,219
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,015,624
|
|
|
|
143,330
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Shares are held in the A. H. Belo Savings Plan with respect to
Robert Decherd and Jim Moroney.
|
|
(4)
|
|
Pursuant to SEC rules, the percentages in the table 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 receive upon
the vesting and payment of RSU awards as indicated in footnote
(3) to the table.
|
8
Belo Corp. 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR, L.L.C.;
Fidelity Management & Research Group, Inc.; and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward C. Johnson III (3)
|
|
|
5,771,993
|
|
|
|
6.3
|
%
|
|
|
|
|
|
|
**
|
|
|
|
5,771,993
|
|
|
|
5.6
|
%
|
82 Devonshire Street
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John L. (Jack) Sander (4)
10751 E. Cottontail
Scottsdale, AZ 85255
|
|
|
30,220
|
|
|
|
**
|
|
|
|
762,000
|
|
|
|
6.1
|
%
|
|
|
792,220
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
|
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 to the table.
|
|
(3)
|
|
Based upon information contained in their report on
Form 13G for the calendar year ended December 31,
2009, as filed with the SEC on February 16, 2010, Fidelity
Management & Research Company, a wholly-owned
subsidiary of FMR LLC, Co., Inc. has sole voting authority and
shares investment and dispositive power with respect to all of
these shares. FMR LLC, through its control of Fidelity, and
Mr. Johnson each has sole dispositive power with respect to
all of these shares.
|
|
(4)
|
|
John L. (Jack) Sander is a former Vice Chairman of the Company.
As of December 31, 2009, his holdings included 762,000
Series B shares that could be purchased by the exercise of
stock options issued to him under Belos stock plans. If
his Series A shares 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% of the Series A
shares.
|
9
Equity
Compensation Plan Information
The following table provides information regarding Series A
and Series B common stock authorized for issuance under
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)
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
Remaining
|
|
|
(a)
|
|
(b)
|
|
Available for
|
|
|
Number of
|
|
Weighted-
|
|
Future
|
|
|
Securities
|
|
Average
|
|
Issuance
|
|
|
to be Issued
|
|
Exercise
|
|
Under Equity
|
|
|
Upon Exercise
|
|
Price of
|
|
Compensation
|
|
|
of Outstanding
|
|
Outstanding
|
|
Plans (excluding
|
|
|
Options,
|
|
Options,
|
|
securities
|
|
|
Warrants
|
|
Warrants and
|
|
reflected in
|
|
|
and Rights(1)
|
|
Rights(2)
|
|
column (a))(3)
|
Plan Category
|
|
Series A
|
|
Series B
|
|
Series A
|
|
Series B
|
|
Series A or Series B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plans Approved by Shareholders
|
|
|
1,894,851
|
|
|
|
10,638,633
|
|
|
|
|
|
|
$
|
16.69
|
|
|
|
5,417,083
|
|
Equity Compensation Plans Not Approved by Shareholders (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,894,851
|
|
|
|
10,638,633
|
|
|
|
|
|
|
$
|
16.69
|
|
|
|
5,417,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Shares of Series A common stock are potentially issuable
under outstanding restricted stock unit grants and shares of
Series B common stock are reserved for issuance under
outstanding option grants.
|
|
(2)
|
|
Restricted stock units 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)
|
|
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 Belos equity compensation plans under which
Series A or Series B common stock is authorized for
issuance were approved by its shareholders.
|
Section 16(a)
Beneficial Ownership Reporting Compliance
Federal securities laws require that Belos executive
officers and directors, and persons who own more than ten
percent of a registered class of Belo common stock, file reports
with the SEC within specified time periods disclosing their
beneficial ownership of Belo common stock and any subsequent
changes in beneficial ownership of 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.
10
PROPOSAL ONE:
ELECTION OF DIRECTORS
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.
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 22 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 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 reside in local Belo markets
which, together with the length of service to the Company, has
provided them with significant exposure to both our business and
the communities in which we operate.
Nominees
for Belo Directors
The following candidates are nominated by the Board and each is
an incumbent director. The independence of each director is
addressed under Corporate Governance Director
Independence on page 21. Class III directors
will be eligible to serve a three-year term until the 2013
annual meeting.
Each independent director serves on each of the three standing
committees of the Board (Audit, Compensation, and Nominating and
Corporate Governance); Mr. Decherd, Mr. Moroney,
Mrs. Herndon, and Ms. Shive do not serve on any
standing committee of Belos Board of Directors.
11
Class III
Directors (Current terms expire at Belos 2010 annual
meeting)
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Judith L. Craven, M.D., M.P.H.
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Director since December 1992
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Age 64
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Judy Craven currently serves on the boards of directors of SYSCO Corporation, Lubys, Inc., three Sun America Mutual Fund companies, and two Variable Annuity Life Insurance Company of America mutual fund companies. Judy was a member of the board of regents of The University of Texas System from March 2001 through November 2007 and, from July 1992 until her retirement in October 1998, Judy served as president of the United Way of the Texas Gulf Coast. From 1983 to 1992, she was dean of the School of Allied Health Sciences of the University of Texas Health Science Center at Houston, and from 1987 to 1992 was vice president of multicultural affairs for the University of Texas Health Science Center.
Judys broad leadership experience, her knowledge of board practices of other public companies, and her extensive experience in education and community affairs, coupled with her length of service on our Board and knowledge of our business and industry, strengthen the collective qualifications, skills, and experience of the Belo Board.
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Dealey D. Herndon
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Director since May 1986
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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 and was a member of the University of Texas at Austin Development Board through 2008. Dealey has served as a director of A. H. Belo Corporation since 2007 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 Belo Board service, 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 experience), strengthen the Boards collective qualifications, skills, and experience.
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12
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Wayne R. Sanders
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Director since May 2003
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Age 62
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Audit Committee Chairman
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Wayne Sanders has been the non-executive chairman of Dr Pepper Snapple Group, Inc. since May 2008. Wayne is the former chairman and chief executive officer of
Kimberly-Clark
Corporation. He served as president and chief executive officer of Kimberly-Clark from 1991 until September 2002 and as chairman of the board from 1992 until February 2003. Wayne joined Kimberly-Clark in 1975 and held other senior positions prior to 1991. He has served as a director of Texas Instruments Incorporated since 1997. Wayne serves as national trustee and as a Governor of the Boys and Girls Clubs of America.
Wayne has significant experience and knowledge in the leadership of large organizations, accounting, finance, capital markets, risk management, operations and marketing, as well as significant public company board experience (including audit committee chairmanship and compensation committee experience) that strengthen the Boards collective qualifications, skills, and experience.
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McHenry T. Tichenor, Jr.
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Director since August 2009
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Age 54
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McHenry Tichenor is a private investor and Executive Director of WWWW Foundation, Inc. (Quad W), a 501(c)(3) foundation established in 2007 in memory of his son to support innovative ideas in higher education and sarcoma research. From September 2003 until January 2005, Mac served as Executive Vice President and as President/Radio Division of Univision Communications, Inc., a leading Spanish-language media company in the United States. He served as Chairman, President, and Chief Executive Officer of Hispanic Broadcasting Corporation, one of the largest Spanish-language radio broadcasting companies in the United States, from 1997 until 2003 when it merged with Univision. Prior to that, from 1981 until 1997, he served as President of Tichenor Media System, a family-owned company. Mac served on Univisions board of directors from September 2003 until 2007 and as a director of HFF, Inc. (a provider of commercial real estate and capital markets services) from February 2007 until May 2009. He is a member of The University of Texas at Austin McCombs School of Business Advisory Council, a member of the World Presidents Organization, a member of the MD Anderson Cancer Center Board of Visitors, is active on various boards of the University of Texas at Austin, and recently joined the board of NGM Biopharmaceuticals, Inc.
Macs extensive experience in and knowledge of the media industry, Spanish-language media, other public company board practices (including audit committee and nominating and corporate governance committee experience), accounting, finance and capital markets, serve to strengthen the Boards collective qualifications, skills, and experience.
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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 I
Directors (Terms expire at Belos 2011 annual
meeting)
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Robert W. Decherd
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Director since March 1976
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Age 58
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Non-Executive Chairman of the Board
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Robert Decherd served as Belos Chairman and Chief Executive Officer from January 1987 through February 8, 2008, when he assumed the role of non-executive Chairman. Robert has been chairman, president and Chief Executive Officer of A. H. Belo since December 2007. Robert served as president of Belo from January 1985 through December 1986 and again from January 1994 through February 2007. From January 1984 through December 1986, he served as Chief Operating Officer. 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, Robert 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 related regulatory agencies and practices 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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Dunia A. Shive
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Director since February 2008
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Age 49
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Dunia Shive has served as president and Chief Executive Officer of Belo since February 2008. She was president and Chief Operating Officer from November 2007 to February 2008 and served as an executive vice president from December 2000 through January 2006. Since joining Belo in May 1993, Dunia has held several senior positions with the Company, including president/Media Operations from February 2006 through November 2007, executive vice president/Media Operations from January 2004 through December 2004, Chief Financial Officer from December 2000 through December 2003, and senior vice president/Chief Financial Officer from July 1998 until December 2000. Dunia serves as a member of the National Association of Broadcasters Television Board of Directors, the Television Operators Caucus, the Maximum Service Television Board of Directors and the Associated Press Board of Directors.
As a result of these and other professional experiences, Dunia has particular knowledge and experience in the media industry and in accounting, finance, capital markets, strategic planning and risk management that strengthen the Boards collective qualifications, skills, and experience.
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14
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M. Anne Szostak
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Director since October 2004
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Age 59
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Compensation Committee Chair
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Since June 2004, Anne Szostak has been president and chief executive officer of Szostak Partners, LLC, a consulting firm that advises businesses on strategic and human resources issues. From February 1998 until her retirement in June 2004, Anne served as executive vice president of FleetBoston Financial, a diversified financial services company (now Bank of America.) She served as director of Human Resources and Diversity of Fleet from February 1998 until June 2004 and served as chairman and chief executive officer of Fleet Bank-Rhode Island from 2001 to 2003. During her 31-year career with Fleet, she held several executive positions. Anne has served as a director of Tupperware Brands Corporation since 2000, Spherion Corporation since 2005, and Dr Pepper Snapple Group, Inc. since 2008. She served as a director of Choicepoint Corporation from 2005 to 2008. Anne is a Governor and Chairman Emeritus of the Boys and Girls Clubs of America. Anne is also a member of the boards of directors of The Rhode Island Foundation and Women & Infants Hospital.
Anne has extensive knowledge and experience in banking and finance, human resources and development, risk management, organizational leadership and design, and board practices of other public companies (including lead director, compensation committee chairmanship and audit committee experience) that strengthen the Boards collective qualifications, skills, and experience.
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Class II
Directors (Terms expire at Belos 2012 annual
meeting)
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Henry P. Becton, Jr.
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Director since May 1997
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Age 66
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Nominating and Corporate Governance Committee Chairman
Lead Director
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Henry Becton served as president of WGBH Educational Foundation, a public broadcasting organization, from 1984 until October 2007, when he was named vice chairman. He served as WGBHs general manager from 1978 until 1999. He has served as a director of Becton Dickinson and Company since 1987 and has served as its lead director since 2008. Since 1990, Henry has been a trustee or director of 47 DWS Fund investment companies or trusts advised by Deutsche Bank. Henry served as a director of The Providence Journal Company from 1992 to 1997. Henry is a trustee and former chairman of the Association of Public Television Stations and is a member of the boards of directors of the PBS Foundation, Public Radio International, and Public Radio Exchange.
Henrys extensive media industry experience, his current and past roles as a chairman and director of many media industry organizations, his accounting and finance knowledge, and his public company board, business and financial experience (including lead director, audit committee chairmanship and financial expert, compensation committee and governance committee experience) all serve to strengthen the Boards collective qualifications, skills, and experience.
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15
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James M. Moroney III
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Director since February 2008
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Age 53
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Jim Moroney 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. Previously, Jim held several executive positions with Belo, including president of Belo Interactive, Inc. from its formation in May 1999 until June 2001, executive vice president of Belo from July 1998 through December 1999, with responsibilities for finance, treasury, and investor relations, and president/Television Group from January 1997 through June 1998, with responsibility for the operations of all of Belos television stations. Jim presently serves on the boards of the Newspaper Association of America, American Press Institute, The Dallas Foundation, Cistercian Preparatory School in Dallas and the State Fair of Texas.
Jims extensive knowledge and experience in the media industry, finance, technology, and his broad leadership and business experience gained through his service as a member of private and non-profit boards all serve to strengthen the Boards collective qualifications, skills, and experience.
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Lloyd D. Ward
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Director since July 2001
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Age 61
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Lloyd Ward has been chairman of BodyBlocks Nutrition Systems, Inc., a manufacturer of snack food and beverages, since April 2003. Since January 2010, he has also served as chairman and chief executive officer of CleanTech Solutions Worldwide, LLC, an environmental recycling venture, and, since September 2006, he has served as chief executive officer and general manager of Yuanzhen Org Dairy Co. Ltd., an Inner Mongolia Sino-American Joint Venture producing organic milk in China. Lloyd was chief executive officer and secretary general of the United States Olympic Committee from October 2001 until March 2003, and was chairman and chief executive officer of iMotors from January 2001 until May 2001. He was chairman and chief executive officer of Maytag Corporation from August 1999 to November 2000, president and chief operating officer from 1998 to August 1999, and executive vice president from 1996 to 1998.
As a result of these and other professional experiences, Lloyd has significant knowledge of and experience in leading both large public and private organizations, marketing/branded consumer products, finance, and capital markets that strengthen the Boards collective qualifications, skills, and experience.
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16
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP served as Belos independent
auditors for the fiscal year ended December 31, 2009. The
Audit Committee has appointed Ernst & Young LLP to
serve in such capacity for 2010, and as a matter of good
corporate governance has determined to submit the appointment of
Ernst & Young LLP for ratification by the
shareholders. If the shareholders do not ratify the appointment
of Ernst & Young LLP, the Audit Committee will
consider the appointment of other independent registered public
accounting firms.
Representatives of Ernst & Young 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 Ernst & Young LLP fees
related to the audits of our financial statements for the fiscal
years ended December 31, 2009 and December 31, 2008
and the reviews of our financial statements for the quarterly
periods within those fiscal years, and all other fees
Ernst & Young LLP has billed us for services rendered
during the fiscal years ended December 31, 2009 and
December 31, 2008:
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2009
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2008
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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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727,000
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(1)
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$
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897,750
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Audit-Related Fees (consists of audits of employee benefit plans
and consultations on financial accounting and reporting, and an
annual subscription to EYOnline)
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$
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223,495
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$
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254,868
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(2)
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Tax Fees (consists of assistance with the preparation of federal
and state tax returns and consultations related to the tax
implications of certain transactions)
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$
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90,500
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$
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284,410
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All Other Fees
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$
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$
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(1)
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A total of $152,000 of this amount is attributable to services
related to
Form 8-K
and
Form S-3
filings with the SEC.
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(2)
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A total of $110,000 of this amount is attributable to services
related to the spin-off of A. H. Belo.
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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 Ernst & Young
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 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 of the services reflected in the
above table were approved by the Audit Committee.
17
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
Ernst & Young LLP as Belos independent
registered public accounting firm.
18
PROPOSAL THREE:
CONSIDERATION OF A SHAREHOLDER PROPOSAL RELATING TO
REPEAL OF BELOS CLASSIFIED BOARD
William C. Thompson, Jr., Comptroller, City of New York, on
behalf of the Boards of Trustees of the New York City Pension
Funds, 1 Centre Street, Room 736, New York, New York
10007-2341,
together owning 252,936 shares of the Companys common
stock, has notified the Company that the Boards of Trustees of
the New York City Employees Retirement System, the New
York City Teachers Retirement System, the New York City
Police Pension Fund, the New York City Fire Department Pension
Fund, and the New York City Board of Education Retirement
System, intend to present the following proposal for
consideration at the meeting. The Board of Directors opposes
such shareholder proposal for the reasons set forth below.
Shareholder
Proposal
BE IT RESOLVED, that the stockholders of Belo Corporation
request that the Board of Directors take the necessary steps to
declassify the Board of Directors and establish annual elections
of directors, whereby directors would be elected annually and
not by classes. This policy would take effect immediately, and
be applicable to the re-election of any incumbent director whose
term, under the current classified system, subsequently
expires.
SUPPORTING STATEMENT: We believe that the ability to elect
directors is the single most important use of the shareholder
franchise. Accordingly, directors should be accountable to
shareholders on an annual basis. The election of directors by
classes, in our opinion, minimizes accountability and precludes
the full exercise of the rights of shareholders to approve or
disapprove annually the performance of a director or
directors.
In addition, since only a fraction of the Board of
Directors is elected annually, we believe that classified boards
could frustrate, to the detriment of long-term shareholder
interest, the efforts of a bidder to acquire control or a
challenger to engage successfully in a proxy contest.
We urge your support for the proposal to repeal the
classified board and establish that all directors be elected
annually.
Statement
Against Shareholder Proposal
The Belo Board of Directors unanimously recommends a vote
AGAINST the proposal for the following reasons:
The Board and the Nominating and Corporate Governance Committee
have given this proposal careful consideration and believe that
it should not be implemented. Substantially the same shareholder
proposal, submitted by substantially the same shareholders, was
considered at Belos 2007, 2008 and 2009 annual meetings of
shareholders and rejected by over 70%, 72% and 66%,
respectively, of the votes cast at those meetings.
Under the Companys Bylaws, the Board of Directors consists
of three classes of directors with three-year staggered terms.
Each year, shareholders elect one-third of the Companys
directors. This classified structure has been in place since
1983 and has been and continues to be an integral part of the
Companys overall governance.
For the reasons discussed below, the Board and the Nominating
and Corporate Governance Committee believe that a classified
board is more advantageous to, and better serves the long-term
interests of, the Company and its shareholders, in contrast to a
board that is elected annually. The Board and the Nominating and
Corporate Governance Committee believe that each of the benefits
of a classified board discussed below are particularly important
currently, in light of the refocusing of the Companys
business as a result of the spin-off of the newspaper business,
and the depressed stock prices that currently prevail in the
marketplace.
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Stability and Continuity.
The three-year
staggered terms provide stability, enhance mid- and long-term
planning and ensure that a majority of the Companys
directors at any given time have prior experience as directors
of the Company. This ensures that the Board has solid knowledge
of the Companys business and strategy. Directors who have
experience with the Company and knowledge about its business and
affairs are a valuable resource and are better positioned to
make the fundamental decisions that are best for the Company and
its shareholders. At the same time, the Companys
shareholders have an opportunity each year to elect several
directors and to shape long-term decision-making of the Board
accordingly.
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19
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Protection Against Unfair and Abusive Takeover
Tactics
. A classified board is designed to
safeguard the Company against the efforts of a third party
intent on quickly taking control of, and not paying fair value
for, the business and assets of the Company. The classified
board structure enhances the ability of the Board to negotiate
the best results for all shareholders in any takeover proposal,
negotiate with the sponsor on behalf of all shareholders and
weigh alternatives to provide maximum value for all shareholders.
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Accountability to Shareholders.
The Board
further believes that annual elections for each director are not
necessary to promote accountability. All directors are required
to uphold their fiduciary duties to the Company and its
shareholders, regardless of how often they stand for election.
The Board believes that directors elected to three-year terms
are not insulated from this responsibility and are as
accountable to shareholders as directors elected annually.
Moreover, the Board has adopted a policy that incumbent
directors who do not receive a majority of the votes cast must
tender their resignation. This majority voting policy, a copy of
which is attached as Appendix A, further enhances director
accountability.
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Corporate Governance.
The Board is committed
to corporate governance practices that will benefit the
Companys shareholders and regularly examines these
practices in light of the changing environment. The
Companys Corporate Governance Guidelines focus on the
independence and quality of the members of the Board and its
effective functioning.
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For these reasons, the Board recommends a vote AGAINST this
shareholder proposal.
20
CORPORATE
GOVERNANCE
Introduction
Our Board periodically reviews and evaluates 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 Belos directors, management and other
Belo employees, and adopted a charter for each Board committee.
The Nominating and Corporate Governance Committee reviews
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.belo.com
under About
Belo Corporate Governance, and are available
in print, without charge, upon written or oral request to Belo
Corp., Attention: Guy H. Kerr, Secretary, P. O. Box 655237,
Dallas, Texas
75265-5237,
(214) 977-6606.
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 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: Henry
Becton, Judy Craven, Wayne Sanders, Anne Szostak, Mac Tichenor,
and Lloyd Ward. 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
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 incumbent 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.
Committees
of the Board
Each of the Boards standing committees consists of Henry
Becton, Judy Craven, Wayne Sanders, Anne Szostak, Mac Tichenor,
and Lloyd Ward, each of whom is an independent director under
the NYSE listing standards and under the independence standards
set forth in Belos corporate governance guidelines.
The Belo Board has the following committees:
Audit Committee.
Wayne Sanders chairs the
Audit Committee. The Audit Committee is responsible for the
appointment, compensation, and oversight of the independent
auditors. The Audit Committee also represents the Board in
overseeing Belos financial reporting processes, and, as
part of this responsibility, consults with our independent
auditors and with personnel from Belos internal audit and
financial staffs with respect to corporate accounting,
reporting, and internal control practices. The Audit Committee
met seven 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
21
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,
Wayne Sanders, the chairman of the Audit Committee, meets the
SEC criteria of an audit committee financial expert.
Compensation Committee.
Anne Szostak chairs
the Compensation Committee. The Compensation Committee evaluates
the performance of the Chief Executive Officer and sets his or
her 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 1995 Executive Compensation Plan, 2000
Executive Compensation Plan, Amended and Restated 2004 Executive
Compensation Plan (collectively, Executive Compensation
Plans), The G. B. Dealey Retirement Pension Plan, the Belo
Savings Plan, the Change in Control Severance Plan, the Pension
Transition Supplement Plan, and the Pension Transition
Supplement Restoration Plan. The Committee also has
responsibility for senior executive succession planning. The
Compensation Committee met five 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. Starting in February 2007, the
Compensation Committee has annually engaged Mercer Human
Resource Consulting (Mercer), a wholly-owned
subsidiary of Marsh & McLennan Companies, Inc.
(Marsh), as its compensation consultant. The scope
of Mercers engagement is to assist the Committee with its
responsibilities related to the Companys executive and
Board-level compensation programs. 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 $76,000. 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 $704,900. Besides
Mercers consulting services for executive compensation,
Marsh or one of its affiliate companies provided consulting,
actuarial services and data management for the Companys
retirement plans, and health and welfare plans, as well as the
Companys property, casualty, and general liability risk
analysis and insurance programs. The foregoing amount is
exclusive of insurance premiums.
Nominating and Corporate Governance
Committee.
The Nominating and Corporate
Governance Committee is chaired by Henry Becton, who also serves
as the Boards 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 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 three times in 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 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 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.
22
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 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 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 Belos bylaws within the time
periods set forth in such Article of the bylaws. Shareholders
desiring to submit a nomination for director should consult
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 Belo seeks to learn more about
a candidates qualifications, background, and level of
interest in Belo, and the candidate has the opportunity to learn
more about 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 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 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
In connection with the spin-off of A. H. Belo in 2008, the Belo
Board decided to separate the positions of Chair and Chief
Executive Officer as it believes this Board leadership structure
aligns with the current composition and experience of the
Companys Board post-split. Robert Decherd, the
Companys former Chief Executive Officer, serves as
non-executive Chair of the Board, and Dunia Shive serves as
president and Chief Executive Officer. The Board believes that
having our former Chief Executive Officer serve as non-executive
Chair of the Board is appropriate because of his familiarity
with the Companys business. In addition, the Board has
established the position of Lead Director in order to continue
to provide a designated leadership role for an independent
director on Board matters. Currently, Henry Becton serves as
Lead Director.
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 Chair and Chief Executive Officer.
Audit
Committee Report
As described more fully in our written charter, which is posted
on the Companys Web site at
www.belo.com
under
About Belo Corporate Governance, the
Audit Committee represents the Board in its oversight of
Belos financial reporting processes. In this context, the
Audit Committee has reviewed and discussed with management and
Ernst & Young LLP, the Companys independent
auditors, Belos audited consolidated financial statements
and the audit of the effectiveness of Belos internal
control over financial reporting. The Audit Committee has
discussed with Ernst & Young LLP various matters,
including the firms judgments as to the quality of
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
23
Public Company Accounting Oversight Board (PCAOB) in
Rule 3200T. In addition, the Audit Committee has received
from Ernst & Young LLP the written disclosures and the
letter required by applicable requirements of the PCAOB
regarding Ernst & Young LLPs communications with
the Audit Committee concerning independence, and has discussed
with the firm its independence from 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 Belos Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009, for filing
with the SEC.
Respectfully submitted,
Audit Committee
Wayne R. Sanders, Chairman
Henry P. Becton, Jr.
Judith L. Craven, M.D., M.P.H.
M. Anne Szostak
McHenry T. Tichenor, Jr.
Lloyd D. Ward
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 655237, Dallas, Texas
75265-5237.
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.
24
EXECUTIVE
OFFICERS
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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Dunia A. Shive
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President and Chief Executive Officer
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2008
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(1)
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Dennis A. Williamson
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Executive Vice President/Chief Financial Officer
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2006
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(2)
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Guy H. Kerr
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Executive Vice President/Law and Government and Secretary
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2007
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(3)
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Peter L. Diaz
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Executive Vice President/Television Operations
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2007
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(4)
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(1)
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Member of the Board of Directors. (See Directors
Continuing in Office above for additional information.)
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(2)
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Dennis Williamson, age 62, served as Chief Financial
Officer of the Company from January 2004 and as executive vice
president since February 2006 until he retired as an executive
officer of the Company effective as of March 5, 2010. He
was a senior corporate vice president of Belo from November 2002
through January 2006 and served as senior vice president of the
Television Group from January 2000 to November 2002. From
February 1997 to January 2000, Dennis was president/General
Manager of
KING-TV
in
Seattle, Washington. Dennis joined Belo in February 1997 in
conjunction with the Companys acquisition of The
Providence Journal Company.
KING-TV
is a
subsidiary of Belo.
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(3)
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Guy Kerr, age 57, has been executive vice president/Law and
Government since November 2007 and has been secretary since June
2000. He served as senior vice president/Law and Government from
July 2003 through November 2007 and senior vice
president/General Counsel from June 2000 until July 2003. From
1985 until June 2000, Guy was a partner in the law firm of Locke
Liddell & Sapp LLP (now known as Locke Lord
Bissell & Liddell LLP) in Dallas, Texas. In that
capacity, Guy worked on most of Belos major corporate
business transactions.
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(4)
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Peter Diaz, age 53, was named executive vice
president/Television Operations in November 2007 and oversees
the Companys television and cable news operations. He
served as senior vice president of Belo from February 2006 until
November 2007 and as president and General Manager of
KHOU-TV
in
Houston from January 1999 through January 2006. Peter joined
Belo in 1984.
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25
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.
Belo Corp. experienced significant economic challenges during
2009. Following the successful spin-off of the Companys
newspaper publishing business in February 2008, the recession
that hit the U.S. economy demanded a reevaluation of many
operating practices throughout the Company. Extraordinary
measures were necessary to reduce spending to levels that would
allow the significantly lower revenues of 2009 to return a
sustainable profit to the Company and its shareholders. The
Company believes the actions it took to reduce spending
commensurate with lower expected revenue levels were aggressive.
Base salaries for virtually all employees were frozen in late
2008 and management employees, including each of the named
executive officers, experienced salary reductions in 2009.
Furthermore, reductions in short-term incentive opportunities
and retirement benefits were implemented in 2009. Finally,
limited long-term incentive awards were granted to our named
executive officers in 2009.
During 2009, in an effort to streamline decision-making and
reporting processes as they relate to executive compensation,
Belo made certain adjustments to its past practices with respect
to the timing of compensation decisions and awards. In prior
years, named executive officers received elements of equity
compensation in the fourth and first quarter of each year.
Beginning in 2010, the majority of pay decisions and
compensation awards are planned to occur in the first quarter of
each year. This change will result in a synchronization of all
long-term incentive awards for executive officers with awards to
all other equity plan participants.
Overview
of Compensation Program
The Compensation Committee (Committee) of the Belo
Board of Directors oversees the Companys overall
compensation structure, policies and programs, and has
responsibility for establishing, implementing and continually
monitoring adherence to the Companys compensation
philosophy. For 2009, the primary management liaisons to the
Committee were the Companys President and Chief Executive
Officer (CEO), Dunia Shive, and Kim Besse, Vice
President/Human Resources. During 2008, Marian Spitzberg, Senior
Vice President/Human Resources, also served in an advisory
capacity with respect to planning for 2009 executive
compensation matters of the Company. Ms. Spitzberg retired
in January 2009.
Compensation
Objectives
The Company has 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 emphasis on some of these objectives was changed relative to
prior years as the Company adjusted to the difficult operating
environment.
26
Setting
Executive Compensation
Role of the Compensation Committee.
The
Committee oversees our executive compensation program,
establishing and monitoring 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 compensation
consultant, reviews and determines the compensation (including
salary, annual incentive, long-term incentives and other key
benefits) of our CEO and the other named executive officers
(NEOs) of the Company. For a more complete
description of the responsibilities of the Compensation
Committee, see Corporate Governance Committees
of the Board beginning on page 21 of this proxy statement.
Role of the Compensation Consultant.
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. Since February 2007, Mercer Human Resource
Consulting LLC (Mercer) has been retained for this
purpose. Mercer reports directly to the Chair of the
Compensation Committee. Design and assessment services provided
by Mercer include periodic analysis of the market for total
compensation of the named executive officers, including
assistance in the determination of appropriate levels on
long-term incentives. Mercer provides ongoing advice to the
Committee with respect to executive compensation-related trends
and developments within the Belo peer group, as well as best
practices in broader industry, regulatory developments with
respect to executive compensation and related issues, and
external developments that may have an impact on Belo and its
compensation programs. Mercer is also available to the Committee
to provide assistance in responding to any compensation-related
shareholder proposals and to maintain ongoing dialogue with the
Committee Chair, attend Committee meetings as requested, and
advise the Committee on any other executive compensation matters
as requested by the Committee from time to time, including
director compensation.
In December 2009, the Committee adopted a pre-approval policy
that requires the Committee or the Committee chair to
pre-approve certain consulting services provided by the
Committees compensation consultant.
Role of Management.
The development of
proposals and recommendations for our 2009 compensation programs
for our NEOs other than the CEO was handled primarily by Dunia
Shive, the President and CEO, and the Companys senior
Human Resources executive. The recommendations were reviewed and
approved by the Compensation Committee and presented to the
Board for approval. However, any final proposals and
recommendations for the President and CEO were developed
directly by the Compensation Committee, with input from Mercer,
without involvement from management.
Surveys and Determination of the Market.
For
2009, given the decision to first freeze salaries in late 2008
and then to subsequently reduce salaries for our management
employees, including our NEOs, along with the change in the
bonus opportunities, no formal review of market survey data was
done. Thus, the basis for our cash compensation levels prior to
the reductions was set in 2008.
In 2008, a peer group of eight media companies with significant
television operations was used to set total compensation levels
for our NEOs. The peer group included the following companies:
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The E.W. Scripps Company
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Gray Television Inc.
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Hearst-Argyle Television, Inc.
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Journal Communications, Inc.
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LIN TV Corp.
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Media General, Inc.
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Nexstar Broadcasting Group
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Sinclair Broadcast Group, Inc.
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Given the limited size of this peer group, as discussed last
year, selected data were also taken from the Towers Perrin 2008
Media Survey (Media Survey) and the 2008 Mercer
Benchmark Database (General Industry Data) to
supplement the decision-making process.
The determination of long-term incentive (LTI) grant
levels in late 2008 and early 2009 reflected several factors.
Considering the unprecedented decline in the stock market and
the impact on the television industry sector, management
recommended and the Committee agreed to establish a target pool
of shares representing an appropriate dilution level for making
LTI award recommendations. In determining the size of the pool
of shares, the Company also reviewed 2008 data from the peer
group, the Media Survey and the General Industry Data
27
referenced above. However, overall determination as to the size
of the pool was based primarily on the Companys desire to
maintain the overall dilutive effect at an acceptable level.
Elements
of 2009 Executive Compensation
For 2009, the principal elements of compensation for Belo NEOs
were:
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base salary;
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annual cash incentive opportunity;
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long-term equity incentive compensation; and
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retirement and other benefits.
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The amount of long-term incentive awards made in 2009 was
significantly lower than awards made in prior years. The
rationale is provided later in this document.
The structure of the Companys executive compensation
program is set forth in the Belo Amended and Restated 2004
Executive Compensation Plan (referred to as the ECP
or the 2004 Plan), which was approved by the
Companys shareholders in 2004 and re-approved by the
Companys shareholders at the 2009 annual meeting. The ECP
is administered by the Committee. The ECP provides for two
elements of compensation: short-term annual cash incentives
(annual performance bonuses) and long-term equity-based
compensation. Awards under the ECP supplement participants
base salaries. Officers of the Company and its subsidiaries,
including Belos CEO and its other executive officers, are
eligible to participate in the ECP. Selected ECP participants
are reviewed by the Committee based on managements
recommendation, which includes evaluation of an
individuals ability to significantly affect the
Companys profitability.
Base Salary.
Historically, base salaries for
our NEOs were reviewed annually, with adjustments made based on
performance and available market compensation information. As
stated earlier, due to the weakening U.S. economy in 2008,
base salary levels were frozen in late 2008 as part of a
Company-wide effort to control operating expenses. In April
2009, based on continuing economic challenges, base salaries of
all ECP participants were reduced by 5%, including the NEOs.
Following these reductions, the base salaries for Ms. Shive
and Mr. Diaz were below the market median, while the base
salaries for Mr. Williamson and Mr. Kerr were between
the market median and 75th percentile.
Annual Cash Incentive Opportunity.
Consistent
with our objective of motivating and rewarding executives for
achievement of the Companys financial and non-financial
performance objectives, each executive officer is eligible to
receive annual cash incentive compensation based on financial
and strategic performance objectives established in the annual
financial plan, as submitted to the Compensation Committee and
the Board at the beginning of the year. These performance goals
are communicated to our executive officers at the beginning of
each year. The financial performance objectives vary from year
to year and reflect the cyclical nature of the Companys
businesses due to fluctuating advertising demand, for example,
relating to election years, the Olympics and other
U.S. sports events, in addition to taking into
consideration industry factors that include changes in media
usage habits by consumers and advertisers. Strategic performance
objectives establish a direct relationship between executive
officer annual performance priorities and the overall strategic
direction of the Company.
In December 2008, the Committee established 2009 target bonus
opportunities expressed as a percentage of base salary for each
of the NEOs as follows: Dunia Shive, 85%; Dennis Williamson,
65%; Guy Kerr, 55%; and Peter Diaz 55%. All of these targets
were between market median and 75th percentile.
Of the target bonus amounts available to each executive officer,
75% is measured against the financial performance of the
Company, specifically earnings per share for 2009, as adjusted.
The remaining 25% is earned through the achievement of
non-financial goals established for each individual executive.
Achievement of both financial and non-financial goals is
pro-rated within a range from zero to a maximum of 200% of the
underlying target amount.
The Committee believes that linking bonus opportunity directly
to financial performance, with an opportunity to earn a 200%
payout of target bonus amount if maximum performance is
achieved, provides participants with significant motivation to
achieve the Companys financial objectives while providing
specific non-financial goals
28
for each executive serves to reward strategic accomplishments
that benefit the long-term success of the organization.
Historically, performance at plan yielded a bonus at
100% of the target award opportunity. However, given that the
Companys financial plan for 2009 was significantly below
historic levels due to the economic conditions, management
recommended and the Committee approved a structure for 2009
where plan performance produced an incentive payout
at 50% of the target bonus opportunity rather than 100%. The
rest of the payout scale was recalibrated accordingly. The
resulting EPS goals based on the Companys financial plan
are shown in the table below.
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Performance
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Opportunity Payout
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Level
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2009 EPS Goal
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Based on Achievement
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Maximum
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$0.74
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200%
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Target
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$0.64
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100%
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Plan
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$0.56
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50%
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Below Plan
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Below $0.56
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0%
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Actual Loss Per Share of $(1.06) for the year ended
December 31, 2009 was adjusted at the Committees
discretion. The primary adjustment was for the non-cash
impairment charge of $1.51 for the decline in fair value of FCC
licenses. The resulting EPS after adjustment was below
plan performance. As a result, no cash incentive
payments were earned by the executive officers with respect to
2009 financial performance.
Non-Financial Performance Cash Incentive
Bonuses.
The Committee establishes an annual
performance-based incentive pool for each senior executive, as
permitted by the ECP and in compliance with the
performance-based compensation exemption under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code). This performance pool (3% of
Belos consolidated adjusted net income for Dunia Shive and
1.5% of Belos consolidated adjusted net income for each of
Dennis Williamson, Guy Kerr and Peter Diaz) provides a maximum
amount for the grant of additional awards of cash and time-based
equity incentives under the ECP, and is designed to allow for
tax deductibility of the compensation awarded within the pool.
It is from this pool that the Committee may approve annual cash
awards of up to 25% of the target bonus allocation attributable
to non-financial performance objectives.
The 2009 strategic management objectives encompassed goals
related to organizational alignment, refinancing of debt and
strategic revenue initiatives. Performance reviews indicated
successful achievement of most of managements performance
objectives. However, in light of the Companys 2009
financial performance, management recommended and the Committee
concurred that no payments be made under this component of the
annual cash bonus program for Dunia Shive or Guy Kerr. Peter
Diaz was awarded a bonus of $63,250 related to achievement of
his non-financial objectives for the year regarding operational
reviews, interactive strategy and organizational assessment and
other considerations. Dennis Williamson was awarded a special
award of $200,000 in recognition of his 27 years of service
to Belo Corp. (and its predecessors) and to commemorate his
retirement from the Company effective March 5, 2010.
Long-Term Equity Incentive
Compensation.
Historically, the Company has
awarded long-term equity incentive grants, or LTI compensation,
to executive officers as part of its overall compensation
package. 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.
Generally, the Committee determines each executive
officers intended annual LTI compensation value, and then
determines the allocation of the LTI compensation award among
the types of equity instruments available under the ECP, which
include stock options and time-based Restricted Stock Units
(TBRSUs) and a variety of other forms of LTI. The
Committee believes these awards support the Companys
compensation objectives as follows: stock options encourage and
reward strong stock price performance, thus aligning
executives interests with those of shareholders, and
TBRSUs encourage executives to remain with the Company and to
focus on its long-term success. Additional details on these
awards are outlined below.
Stock Option Awards.
Generally, stock option
awards are granted for shares of Belo Series B common stock
at an exercise price equal to the closing market price of
Belos Series A common stock on the date of grant.
Option awards to executive officers and eligible Company
employees vest 40% on the first anniversary of the
29
date of grant, an additional 30% on the second anniversary, and
the remaining 30% on the third anniversary of the date of grant.
All options expire on the tenth anniversary of the date of grant.
Time-Based Restricted Stock Unit
Awards.
TBRSUs awarded to ECP participants,
including executive officers, are based on continued employment
with the Company and vest 100% at the end of a three-year
period. The Committee believes that the three-year cliff vesting
feature of the TBRSUs optimizes the retention benefit of this
form of award, and because the ultimate value of the award
depends on Belos stock price, aligns the recipients
interest with the maximization of shareholder value. TBRSU
awards made to executive officers are granted following
determination of the performance incentive pool amount set for
each executive, as discussed previously.
2009 Awards.
During 2009, Belo made certain
adjustments to its past practices with respect to the timing of
compensation decisions and actions that affect participants in
the ECP, and in particular, long-term incentive awards for the
NEOs. This streamlined approach for decision-making and
reporting eliminated the historical two-step approach to
granting equity awards that was followed in previous years,
providing for a one year transition period in which no 2009
awards are awarded in the 2009 calendar year. Thus, the
long-term incentive awards indicated in the Grants of
Plan-Based Awards in 2009 table are in respect of 2008
performance, which was addressed in the prior year proxy
materials.
Based primarily on dilution considerations, the Company targeted
aggregate LTI awards (in respect of 2008 performance) for all
LTI program participants, including the NEOs, that would not
exceed 2% dilution of the Companys outstanding common
stock. Utilizing that pool of LTI awards, the Company then
developed LTI award recommendations for eligible LTI program
participants, including its NEOs. In December 2008, the Company
recommended and the Committee determined that LTI awards in
respect of 2008 performance be allocated 50% in stock options
and 50% in TBRSUs. Although performance-based RSUs have been
granted in prior years, none were granted for 2008 performance
due to the difficulty of setting performance goals in an
uncertain environment. The NEOs each received stock options in
December 2008, intended as a component of their 2009
compensation package. Final approval of the TBRSU awards, which
were also in recognition of 2008 performance, was deferred until
March 2009 when the Companys final 2008 financial results
were certified by the Committee. These are the dollar amounts
shown in both the Summary Compensation Table and the
Grants of Plan-Based Awards in 2009 table.
The resulting recommended awards reflected values ranging from
10% to 50% of the 2008 median value of survey reported market
competitive grant values. These individual recommendations were
further adjusted based on individual performance levels of
eligible LTI program participants. These recommendations were
presented to the Committee, which had full access to Mercer,
Dunia Shive, Marian Spitzberg, and Kim Besse who were involved
in the formulation of recommendations. The Committee and the
non-management members of the Board evaluated the
recommendations and determined the LTI awards for the NEOs. As
noted earlier, Ms. Shive did not participate in any
discussions regarding the awards for her as the President and
CEO.
Retirement Benefits.
All Belo employees,
including each of the NEOs, are eligible to participate in the
Belo Savings Plan, the Companys qualified 401(k) plan.
Prior to April 2009, all employee contributions up to 6% of
eligible pay were matched at a rate of 75% by the Company,
subject to IRS compensation limits. However, based on the
economic challenges experienced by the Company during 2009, the
decision was made to suspend Company matching contributions
beginning in April 2009. Employees are still afforded the
opportunity to make tax-deferred contributions to the Belo
Savings Plan and manage the investment of their savings through
an independent record keeper.
Through March 31, 2007, the Company offered pension
benefits to certain employees through its tax qualified pension
plan, The G. B. Dealey Retirement Pension Plan (the
Pension Plan). Effective March 31, 2007, the
Pension Plan was frozen and all affected employees were provided
with transition benefits, including the granting of five years
of additional credited service.
In connection with the freeze of the Pension Plan, Belo adopted
two separate defined contribution plans, which are designed to
provide supplemental pension benefits for all employees who were
participants in the Pension Plan at the time it was frozen. The
Belo Pension Transition Supplement Plan, or PTS Plan, is an
account-balance plan
30
intended to qualify under the provisions of Section 401(a)
of the Internal Revenue Code. The Belo Pension Transition
Supplement Restoration Plan (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. A participant in either plan must be
actively employed on the last day of the plan year in which the
contribution was earned in order to receive a contribution.
Amounts set forth in the Summary Compensation Table under the
column All Other Compensation include amounts
contributed by the Company to our NEOs under the PTS Plan and
PTS Restoration Plan during 2009, the specific amounts of which
are set forth in footnote 5 to that column.
In response to the difficult financial circumstances of 2009,
the Company amended the PTS and PTS Restoration plans to suspend
the 2009 benefit for all plan participants, including the NEOs
who participate in the PTS and PTS Restoration Plans, for an
undefined period of time. Because the PTS and PTS Restoration
Plans were not terminated, this action effectively postpones the
payment of 2009 benefits until sometime after 2010.
Change in
Control and Severance Benefits
Employment Agreements.
The Company does not
presently have any individual employment severance agreements
with executive officers.
Change in Control Severance Plan.
The Company
provides for severance benefits for designated participants
under the Change in Control Severance Plan (the Severance
Plan). The current participants, as designated by the
Compensation Committee, are the continuing NEOs of Belo.
Additional participants may be designated by the Committee from
time to time. Belo does not design its other elements of
compensation in anticipation of a change in control, but instead
change in control payments are designed to provide security to
executives in the event of job loss in a triggering transaction.
The Severance Plan provides for a severance multiple of 2 for
the CEO and 1.5 for all other designated participants.
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 Change in Control Arrangements and Other
Agreements Upon Termination of Employment beginning on
page 40 of this proxy statement. This information includes
the change in control benefits provided through both the ECP and
the PTS Restoration Plan.
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 ECP
for 2009 are fully tax-deductible since the applicable
compensation for all covered named executive officers is below
$1 million. 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 Belo and
its shareholders.
Compensation
Committee Interlocks and Insider Participation
Henry Becton, Judy Craven, Wayne Sanders, Anne Szostak, Mac
Tichenor, and Lloyd Ward served as members of Belos
Compensation Committee during 2009. Judy Craven chaired the
Committee until May 2009 and Anne Szostak has chaired the
Committee since May 2009. Mac Tichenors service on the
Committee began in August 2009 following his election to the
Board of Directors. No member of the Compensation Committee
during 2009 was a current or former officer or employee of Belo
or had any relationship with Belo requiring disclosure under the
caption Director Compensation Certain
Relationships. None of 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 Belos Compensation Committee
during 2009.
Stock
Ownership Guidelines
In 2009, the Board established stock ownership guidelines for
the Companys directors and executive officers. Under these
guidelines, the required minimum ownership level of common stock
of the Company is 75,000 shares for the Companys CEO,
25,000 shares for each other
Section 16-reporting
executive officer, and 10,000 shares for
31
each director. For purposes of meeting these ownership
guidelines, issued and outstanding restricted stock unit shares
are counted as shares owned, but shares subject to unexercised
stock options are not. The ownership guidelines are to be
achieved by August 1, 2014. See Belo Corp. Stock
Ownership of Directors and Executive Officers beginning on
page 6 for additional information.
Compensation
Committee Report
In accordance with its written charter adopted by our Board, 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 Compensation
Discussion and Analysis with management, which has the
responsibility for preparing the Compensation Discussion and
Analysis. Based upon this review and discussion, the Committee
recommended to our Board that the Compensation Discussion and
Analysis 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 year
ended December 31, 2009.
COMPENSATION COMMITTEE
M. Anne Szostak, Chair
Henry P. Becton, Jr.
Judith L. Craven, M.D., M.P.H.
Wayne R. Sanders
McHenry T. Tichenor, Jr.
Lloyd D. Ward
32
SUMMARY
COMPENSATION TABLE
The following information summarizes annual and long-term
compensation awarded to, earned by or paid to Belos
principal executive officer, principal financial officer and its
two other most highly-paid executive officers (the named
executive officers) for services in all capacities to Belo
for the years ended December 31, 2009, 2008, and 2007,
respectively.
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Summary Compensation
Table
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Change in
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Pension
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Value and
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Non-
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Non-Equity
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qualified
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Incentive
|
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Deferred
|
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Plan
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|
Compen-
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All Other
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Stock
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|
Option
|
|
Compen-
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|
sation
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|
Compen-
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Name and
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Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
sation
|
|
Earnings
|
|
sation
|
|
Total
|
Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
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|
($)(2)
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|
($)(2)
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($)(3)
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($)(4)
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($)(5)
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($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Dunia A. Shive
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|
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2009
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|
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$
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749,663
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|
|
$
|
|
|
|
$
|
30,550
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,762
|
|
|
$
|
11,025
|
|
|
$
|
803,000
|
|
President and Chief
|
|
|
2008
|
|
|
$
|
775,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
38,000
|
|
|
$
|
|
|
|
$
|
2,936
|
|
|
$
|
14,950
|
|
|
$
|
830,886
|
|
Executive Officer
|
|
|
2007
|
|
|
$
|
600,000
|
|
|
$
|
150,000
|
|
|
$
|
1,979,021
|
|
|
$
|
|
|
|
$
|
450,000
|
|
|
$
|
|
|
|
$
|
61,152
|
|
|
$
|
3,240,173
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|
|
|
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|
|
Dennis A. Williamson
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|
2009
|
|
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$
|
523,313
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|
|
$
|
|
|
|
$
|
10,575
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
102,452
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|
|
$
|
23,952
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|
|
$
|
660,292
|
|
Executive Vice President/
|
|
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2008
|
|
|
$
|
541,000
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|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,875
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|
|
$
|
|
|
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$
|
39,154
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|
|
$
|
26,341
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|
|
$
|
618,370
|
|
Chief Financial Officer
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|
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2007
|
|
|
$
|
525,000
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|
|
$
|
158,700
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|
|
$
|
1,292,410
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|
|
$
|
|
|
|
$
|
341,300
|
|
|
$
|
110,545
|
|
|
$
|
149,121
|
|
|
$
|
2,577,076
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|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guy H. Kerr
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|
|
2009
|
|
|
$
|
483,654
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|
|
$
|
|
|
|
$
|
14,100
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
36,577
|
|
|
$
|
20,806
|
|
|
$
|
555,137
|
|
Executive Vice President/
|
|
|
2008
|
|
|
$
|
500,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
17,100
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|
|
$
|
|
|
|
$
|
11,006
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|
|
$
|
24,501
|
|
|
$
|
552,607
|
|
Law and Government and Secretary
|
|
|
2007
|
|
|
$
|
470,000
|
|
|
$
|
266,500
|
|
|
$
|
1,084,744
|
|
|
$
|
|
|
|
$
|
258,500
|
|
|
$
|
75,981
|
|
|
$
|
47,837
|
|
|
$
|
2,203,562
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|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter L. Diaz
|
|
|
2009
|
|
|
$
|
444,962
|
|
|
$
|
|
|
|
$
|
15,275
|
|
|
$
|
|
|
|
$
|
63,250
|
|
|
$
|
75,663
|
|
|
$
|
28,900
|
|
|
$
|
628,050
|
|
Executive Vice President/
|
|
|
2008
|
|
|
$
|
460,000
|
|
|
$
|
50,000
|
|
|
$
|
|
|
|
$
|
19,000
|
|
|
$
|
|
|
|
$
|
19,262
|
|
|
$
|
30,897
|
|
|
$
|
579,159
|
|
Television Operations
|
|
|
2007
|
|
|
$
|
400,000
|
|
|
$
|
|
|
|
$
|
499,930
|
|
|
$
|
|
|
|
$
|
178,300
|
|
|
$
|
49,364
|
|
|
$
|
61,849
|
|
|
$
|
1,189,443
|
|
|
|
|
|
|
|
|
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|
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(1)
|
|
The 2008 amount in column (d) for Peter Diaz represents a
special bonus received in connection with the spin-off of the
Companys newspaper businesses that was paid in August
2008. The amounts in column (d) for 2007 represent special
bonuses in excess of amounts earned under the ECP in recognition
of each executives role in helping formulate and manage
the spin-off transaction.
|
|
(2)
|
|
The amounts in columns (e) and (f) reflect the grant
date fair value of awards made in 2007, 2008, and 2009 for all
share-based compensation issued in the form of time-based
restricted stock units (TBRSUs) and stock options.
|
|
|
|
The grant date fair value of TBRSU awards in 2009 is presented
in the Grants of Plan-Based Awards in 2009 table.
There were no option or performance-related restricted stock
unit (PBRSU) awards in 2009. For additional
discussion on assumptions made in determining the grant date
fair value of share-based awards, see also Note 5
Long-Term Incentive Plan 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.
|
|
(3)
|
|
The amount in column (g) for 2009 for Mr. Diaz relates
to the achievement of certain non-financial performance
objectives and other considerations. No other performance-based
bonuses were earned by the named executive officers in 2009. For
further discussion of non-equity incentive compensation, see
Compensation Discussion and Analysis beginning on
page 26 of this proxy statement.
|
|
(4)
|
|
The amounts indicated in column (h) are comprised of the
increase in pension value for each named executive officer for
the years ended December 31, 2007, 2008, and 2009. The
change in the pension value for Dunia Shive for 2007 compared to
2006 was a decrease of $5,102; however, column (h) includes
a value of $0 in 2007 for purposes of this disclosure. Changes
in pension value for the years ended December 31, 2009,
2008 and
|
33
|
|
|
|
|
2007 reflect the addition of five years of service credit and
the freeze of all pension benefits effective March 31,
2007. For further discussion, see Pension Benefits at
December 31, 2009 on page 39 of this proxy
statement.
|
|
|
|
(5)
|
|
For 2007, 2008, and 2009, Belo contributed the following amounts
to the Belo Savings Plan, the Belo Supplemental Executive
Retirement Plan, the PTS Plan, and the PTS Restoration Plan,
which are included in column (i):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
Pension Transition
|
|
|
|
|
|
|
|
|
Transition
|
|
Supplement
|
|
|
|
|
Belo Savings Plan
|
|
SERP
|
|
Supplement Plan
|
|
Restoration Plan
|
Name
|
|
Year
|
|
Contribution
|
|
Contribution
|
|
Contribution
|
|
Contribution
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
2009
|
|
|
$
|
11,025
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
14,950
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
14,625
|
|
|
$
|
46,527
|
|
|
|
|
|
|
|
|
|
Dennis A. Williamson
|
|
|
2009
|
|
|
$
|
8,427
|
|
|
$
|
|
|
|
$
|
15,525
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
14,950
|
|
|
$
|
|
|
|
$
|
11,391
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
11,925
|
|
|
$
|
137,196
|
|
|
|
|
|
|
|
|
|
Guy H. Kerr
|
|
|
2009
|
|
|
$
|
7,788
|
|
|
$
|
|
|
|
$
|
13,018
|
|
|
|
|
|
|
|
|
2008
|
|
|
$
|
14,950
|
|
|
$
|
|
|
|
$
|
9,551
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
11,925
|
|
|
$
|
35,912
|
|
|
|
|
|
|
|
|
|
Peter L. Diaz
|
|
|
2009
|
|
|
$
|
7,165
|
|
|
$
|
|
|
|
$
|
15,550
|
|
|
$
|
6,185
|
|
|
|
|
2008
|
|
|
$
|
14,950
|
|
|
$
|
|
|
|
$
|
15,947
|
|
|
|
|
|
|
|
|
2007
|
|
|
$
|
11,925
|
|
|
$
|
49,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning in 2000, the Belo Savings Plan contribution for Dunia
Shive includes an enhanced 401(k) benefit, which she elected in
lieu of continuing participation in Belos pension plan.
See also the Pension Benefits at December 31,
2009 table below.
|
|
|
|
The SERP contributions indicated above for 2007 were made prior
to the Companys decision to suspend the SERP effective
January 1, 2008. For more information, see
Non-Qualified Deferred Compensation on page 39
of this proxy statement.
|
|
|
|
The PTS Plan and PTS Restoration Plan contributions noted above
represent payments made in 2009 to a defined contribution
retirement plan on behalf of all employees that were
participants in The G. B. Dealey Retirement 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 37 of this
proxy statement.
|
|
|
|
The total value of executive perquisites and personal benefits
for 2009 did not exceed $10,000 for any named executive officer.
|
The following table summarizes cash-based and equity awards that
were granted under the ECP during 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grants of Plan-Based Awards in
2009
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity
|
|
|
All Other
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
Awards(1)
|
|
|
Stock
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
|
Securities
|
|
|
Base Price of
|
|
|
of Stock and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Option
|
|
|
Option
|
|
|
|
Grant
|
|
|
Plan
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
Name
|
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)(2)
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
|
03/03/2009
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
65,000
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
30,550
|
|
Dennis A. Williamson
|
|
|
|
03/03/2009
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
22,500
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
10,575
|
|
Guy H. Kerr
|
|
|
|
03/03/2009
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
14,100
|
|
Peter L. Diaz
|
|
|
|
03/03/2009
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
32,500
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
15,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
No non-equity incentive plan awards were made during 2009 due to
the change in timing of compensation decisions and actions.
Non-equity incentive plan awards with respect to 2010
performance were made in March
|
34
|
|
|
|
|
2010. The Committee established 2010 target bonus opportunities
expressed as a percentage of base salary for each of the NEOs as
follows: Dunia Shive, 90%; Guy Kerr, 55%; and Peter Diaz, 55%.
Due to his retirement on March 5, 2010, no non-equity
incentive opportunity was set for Dennis Williamson. Opportunity
payouts, if any, for 2010 based upon 2010 financial performance
will be 75% at Plan, 100% at Target, and 200% at Maximum.
|
|
(2)
|
|
The fair value estimates indicated above are based on the market
price of a share of Series A Common Stock on the date of
the award which was $0.47.
|
For 2009, the proportion of equity-based compensation in
relation to total compensation, excluding changes in pension
value and above-market interest from non-qualified deferred
compensation plans, is less than 5% for each of the named
executive officers, due to the substantial decline in stock
market price since early 2008. The grant date value of the
current year equity awards as indicated in the table above is
nominal relative to the total earned compensation of each of the
named executive officers. See Compensation Discussion and
Analysis beginning on page 26 of this proxy statement
for a discussion of all components of total direct compensation
and objectives for each element, both cash and equity-based
awards.
The following table contains information on all Belo Corp.
equity awards that were outstanding as of December 31, 2009.
Belo
Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Equity Awards at
Fiscal Year-End 2009
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Shares or
|
|
Market Value
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Units of
|
|
of Shares or
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
Stock
|
|
Units of Stock
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Exercise
|
|
Option
|
|
|
That Have
|
|
That Have Not
|
|
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration
|
|
|
Not Vested
|
|
Vested
|
Name
|
|
|
(1)
|
|
(1)
|
|
($)
|
|
Date
|
|
|
(#)(2)
|
|
($)(3)
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
|
(g)
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
|
80,000
|
|
|
|
120,000
|
|
|
$
|
1.88
|
|
|
|
12/05/2018
|
|
|
|
|
9,750
|
|
|
$
|
53,040
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
$
|
17.31
|
|
|
|
12/09/2015
|
|
|
|
|
28,400
|
|
|
$
|
154,496
|
|
|
|
|
|
85,000
|
|
|
|
|
|
|
$
|
20.18
|
|
|
|
12/03/2014
|
|
|
|
|
87,240
|
|
|
$
|
474,586
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
$
|
22.37
|
|
|
|
12/05/2013
|
|
|
|
|
65,000
|
|
|
$
|
353,600
|
|
|
|
|
|
76,000
|
|
|
|
|
|
|
$
|
17.29
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,000
|
|
|
|
|
|
|
$
|
14.32
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
13.86
|
|
|
|
12/01/2010
|
|
|
|
|
|
|
|
|
|
|
Dennis A. Williamson
|
|
|
|
25,000
|
|
|
|
37,500
|
|
|
$
|
1.88
|
|
|
|
12/05/2018
|
|
|
|
|
8,154
|
|
|
$
|
44,358
|
|
|
|
|
|
27,000
|
|
|
|
|
|
|
$
|
17.31
|
|
|
|
12/09/2015
|
|
|
|
|
23,750
|
|
|
$
|
129,200
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
$
|
20.18
|
|
|
|
12/03/2014
|
|
|
|
|
51,140
|
|
|
$
|
278,202
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
22.37
|
|
|
|
12/05/2013
|
|
|
|
|
22,500
|
|
|
$
|
122,400
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
$
|
17.29
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
14.32
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
13.86
|
|
|
|
12/01/2010
|
|
|
|
|
|
|
|
|
|
|
Guy H. Kerr
|
|
|
|
36,000
|
|
|
|
54,000
|
|
|
$
|
1.88
|
|
|
|
12/05/2018
|
|
|
|
|
7,090
|
|
|
$
|
38,570
|
|
|
|
|
|
23,000
|
|
|
|
|
|
|
$
|
17.31
|
|
|
|
12/09/2015
|
|
|
|
|
20,650
|
|
|
$
|
112,336
|
|
|
|
|
|
55,000
|
|
|
|
|
|
|
$
|
20.18
|
|
|
|
12/03/2014
|
|
|
|
|
42,120
|
|
|
$
|
229,133
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
22.37
|
|
|
|
12/05/2013
|
|
|
|
|
30,000
|
|
|
$
|
163,200
|
|
|
|
|
|
53,000
|
|
|
|
|
|
|
$
|
17.29
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
$
|
14.32
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
$
|
13.86
|
|
|
|
12/01/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
|
|
|
$
|
13.26
|
|
|
|
06/16/2010
|
|
|
|
|
|
|
|
|
|
|
Peter L. Diaz
|
|
|
|
40,000
|
|
|
|
60,000
|
|
|
$
|
1.88
|
|
|
|
12/05/2018
|
|
|
|
|
14,830
|
|
|
$
|
80,675
|
|
|
|
|
|
16,000
|
|
|
|
|
|
|
$
|
17.31
|
|
|
|
12/09/2015
|
|
|
|
|
4,640
|
|
|
$
|
25,242
|
|
|
|
|
|
23,000
|
|
|
|
|
|
|
$
|
20.18
|
|
|
|
12/03/2014
|
|
|
|
|
30,080
|
|
|
$
|
163,635
|
|
|
|
|
|
23,000
|
|
|
|
|
|
|
$
|
22.37
|
|
|
|
12/05/2013
|
|
|
|
|
32,500
|
|
|
$
|
176,800
|
|
|
|
|
|
22,400
|
|
|
|
|
|
|
$
|
17.29
|
|
|
|
12/06/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
$
|
14.32
|
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
(1)
|
|
Vesting dates for each outstanding option award for the named
executive officers are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A.
|
|
Dennis A.
|
|
Guy H.
|
|
Peter L.
|
Vesting Date
|
|
Exercise price
|
|
Shive
|
|
Williamson
|
|
Kerr
|
|
Diaz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 5, 2010
|
|
$
|
1.88
|
|
|
|
60,000
|
|
|
|
18,750
|
|
|
|
27,000
|
|
|
|
30,000
|
|
December 5, 2011
|
|
$
|
1.88
|
|
|
|
60,000
|
|
|
|
18,750
|
|
|
|
27,000
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All employee stock options become exercisable in increments of
40% after one year and 30% after each of years two and three.
The Plan 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).
Dennis Williamson and Guy Kerr meet these criteria. Upon the
occurrence of a change in control (as defined in the plan), all
of the options become immediately exercisable, unless the 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 RSU awards for each of the
named executive officers is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A.
|
|
Dennis A.
|
|
Guy H.
|
|
Peter L.
|
Vesting Date
|
|
Award Type
|
|
Shive
|
|
Williamson
|
|
Kerr
|
|
Diaz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 4, 2010
|
|
|
2006 PBRSU
|
|
|
|
9,750
|
|
|
|
8,154
|
|
|
|
7,090
|
|
|
|
4,640
|
|
February 4, 2010
|
|
|
2006 TBRSU
|
|
|
|
28,400
|
|
|
|
23,750
|
|
|
|
20,650
|
|
|
|
14,830
|
|
February 1, 2011*
|
|
|
2007 TBRSU
|
|
|
|
87,240
|
|
|
|
51,140
|
|
|
|
42,120
|
|
|
|
30,080
|
|
February 1, 2012*
|
|
|
2008 TBRSU
|
|
|
|
65,000
|
|
|
|
22,500
|
|
|
|
30,000
|
|
|
|
32,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* February 1 is used as a projected earnings release date
for purposes of this disclosure. Actual vesting date is the
earnings release date for the previous completed fiscal year
ending December 31. The Plan 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). Dennis Williamson and Guy Kerr meet 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 Belo Series A common stock for the year ended
December 31, 2009 of $5.44.
|
Equity Holdings and Value Realization related to Spin-Off of
A. H. Belo Corporation.
Effective on
February 8, 2008, Belo spun off its newspaper businesses to
form A. H. Belo Corporation. Effective with the spin-off,
equitable adjustments were made with respect to stock options
and restricted stock units (RSUs) originally
relating to Belo common stock. As a result, securities
exercisable for or settled in A. H. Belo Corporations
common stock were issued to each the named executive officers
pursuant to the anti-dilution adjustment provisions of their
previously outstanding Belo stock option and RSU awards.
As of fiscal year-end 2009, A. H. Belo option awards held by the
named executive officers were as follows: Dunia Shive, 95,000;
Dennis Williamson, 54,600; Guy Kerr, 78,200; and Peter Diaz,
24,880. All of the options are fully-vested and have exercise
prices ranging from $16.60 to $28.01 and expire on or before
December 2015. Additional information regarding the A. H. Belo
option and RSU awards received by the named executive officers
was disclosed in the A. H. Belo Corporation Outstanding
Equity Awards at Fiscal Year-End 2008 table of Belos
2009 Proxy Statement. Any amounts realized by the named
executive officers from A. H. Belo option and RSU awards during
fiscal year 2009 is presented below in the Option
Exercises and Stock Vested in 2009 table.
36
The scheduled vesting of all outstanding A. H. Belo RSU awards
for each of the named executive officers is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A.
|
|
Dennis A.
|
|
Guy H.
|
|
Peter L.
|
Vesting Date
|
|
Award Type
|
|
Shive
|
|
Williamson
|
|
Kerr
|
|
Diaz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. H. Belo earnings release date for fiscal year ending
December 31, 2009
|
|
|
2006 PBRSU
|
|
|
|
1,950
|
|
|
|
1,632
|
|
|
|
1,418
|
|
|
|
929
|
|
A. H. Belo earnings release date for fiscal year ending
December 31, 2009
|
|
|
2006 TBRSU
|
|
|
|
5,680
|
|
|
|
4,750
|
|
|
|
4,130
|
|
|
|
2,966
|
|
A. H. Belo earnings release date for fiscal year ending
December 31, 2010
|
|
|
2007 TBRSU
|
|
|
|
17,448
|
|
|
|
10,228
|
|
|
|
8,424
|
|
|
|
6,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These RSUs are valued as of the date of vesting. At
December 31, 2009, the market value of the outstanding
A. H. Belo RSUs held by each of the named executive
officers was: Dunia Shive, $144,449; Dennis Williamson, $95,674;
Guy Kerr, $80,479; and Peter Diaz, $57,087. The calculation is
based on the closing market price of a share of A. H. Belo
Series A common stock on December 31, 2009 of $5.76.
The following table presents information on amounts realized
from stock awards vested during the 2009 fiscal year. None of
the named executive officers exercised any Belo or A. H. Belo
options during 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Exercises and Stock Vested in 2009
|
|
|
Stock Awards
|
|
|
Belo Corp.
|
|
A. H. Belo Corporation
|
|
|
Number of Shares
|
|
Value Realized
|
|
Number of Shares
|
|
Value Realized
|
|
|
Acquired on Vesting
|
|
on Vesting
|
|
Acquired on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)(1)
|
|
(#)
|
|
($)(2)
|
(a)
|
|
(d)
|
|
(e)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
41,289
|
|
|
$
|
57,805
|
|
|
|
8,257
|
|
|
$
|
14,945
|
|
Dennis A. Williamson
|
|
|
25,612
|
|
|
$
|
35,857
|
|
|
|
5,121
|
|
|
$
|
9,269
|
|
Guy H. Kerr
|
|
|
22,727
|
|
|
$
|
31,818
|
|
|
|
4,545
|
|
|
$
|
8,226
|
|
Peter Diaz
|
|
|
13,365
|
|
|
$
|
18,711
|
|
|
|
2,672
|
|
|
$
|
4,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
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 February 2006 TBRSU
award (the December 2005 TBRSU award with respect to Peter
Diaz); 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.
|
|
(2)
|
|
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 A. H. Belo Series A common stock on the vesting
date. The vested stock awards represent the February 2006 TBRSU
award (the December 2005 TBRSU award with respect to Peter
Diaz); 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.
|
Post-Employment
Benefits
Pension Plan.
Through March 31, 2007,
Belo 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 employees who had completed one year of
service and had reached 21 years of age as of June 30,
2000. The Pension Plan was amended effective July 1, 2000.
As a result, new or rehired employees were not eligible to
accrue additional benefits in the Pension Plan and individuals
who were active participants immediately prior to July 1,
2000 were offered an election to either (1) remain eligible
37
to participate in and accrue benefits under the Pension Plan, or
(2) cease accruing benefits under the Pension Plan
effective June 30, 2000. 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. Dunia Shive made an
election effective July 1, 2000 to cease accruing
additional Pension Plan benefits, thereby becoming eligible for
enhanced participation in the Belo Savings Plan. Effective
March 31, 2007, the Pension Plan was frozen and all
affected employees were provided five additional years of
credited service and became eligible for transition benefits
which are described below under the heading Pension
Transition Benefits. In addition, beginning April 1,
2007, these executives, along with all other former Pension Plan
participants who remained active employees with Belo, became
eligible for increased matching and profit sharing contributions
by the Company under the Belo Savings Plan, a qualified 401(k)
plan maintained for substantially all Belo 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 covered
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% times final
monthly compensation times years of credited service plus .35%
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 Belo contributions to the
Belo 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% 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% 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%.
Pension Transition Benefits.
In connection
with the freeze of the Pension Plan, Belo adopted two separate
defined contribution plans effective April 1, 2007, which
are designed to provide supplemental pension benefits for all
employees that were participants in the Pension Plan at the time
it was frozen. The PTS Plan is an account-balance plan 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
a Belo employee through the last day of a designated plan year.
The amount of any contribution is determined by applying an
actuarially-determined factor to the participants eligible
compensation earned during a given plan year. Eligible
compensation is limited to $245,000 for 2009 for all
participants in the PTS and Restoration Plans.
The table below presents the present value of each named
executive officers benefit under the Pension Plan at
age 65, based upon credited years of service and covered
compensation as of December 31, 2009. Credited years of
service includes the additional five years awarded to all active
participants in the Pension Plan as of the date the Plan was
frozen on March 31, 2007. Each of the named executive
officers, except Dunia Shive, received this five-year credit.
For the Pension Plan, Belo uses a December 31 measurement date
for financial reporting purposes with respect to the
Companys audited financial statements for the fiscal year
ending December 31, 2009.
38
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits at December 31, 2009
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Years of
|
|
Present Value of
|
|
|
|
|
Credited
|
|
Accumulated
|
Name
|
|
Plan Name
|
|
Service (#)(1)
|
|
Benefit ($)(2)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
7
|
|
|
$
|
62,941
|
|
Dennis A. Williamson
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
29
|
|
|
$
|
744,345
|
|
Guy H. Kerr
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
12
|
|
|
$
|
220,984
|
|
Peter L. Diaz
|
|
The G. B. Dealey Retirement Pension Plan
|
|
|
28
|
|
|
$
|
404,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The number of credited years of service for Dunia Shive is based
on her election effective July 1, 2000 to accept a frozen
pension benefit in exchange for enhanced participation in the
Belo Savings Plan. See also footnote (5) to the Summary
Compensation Table for a discussion of All Other
Compensation, including the increased Company contribution
to the Belo Savings Plan for Dunia during 2007.
|
|
|
|
The Company 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 service through March 31, 2007, the date
of the freeze and the five-year credit for each named executive
officer except Dunia Shive.
|
|
(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 33 of this proxy statement. In 2009, pension
transition supplement contributions for all participants were
suspended.
|
Belos pension costs and obligations are calculated using
various actuarial assumptions and methodologies as prescribed
under Accounting Standards Codification (ASC) 715 (formerly
SFAS 87 Employers Accounting for
Pensions, as amended by SFAS 158
Employers Accounting for Defined Benefit Pension and Other
Post Retirement Plans). To assist in developing these
assumptions and methodologies, Belo uses the services of an
independent consulting firm. To determine the benefit
obligations, the assumptions the Company uses include, but are
not limited to, the selection of the discount rate and projected
salary increases. For additional information regarding the
valuation methodology and material assumptions used in
quantifying the pension benefits, see Note 7 Defined
Benefit Pension and Other Post Retirement Plans 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.
At December 31, 2009, Dennis Williamson and Guy Kerr were
eligible to receive benefits under the early retirement
provisions of the Pension Plan.
Non-Qualified
Deferred Compensation
Pension Transition Supplement Restoration
Plan.
As noted above under Pension
Transition Benefits, effective April 1, 2007, the
Belo Board adopted the PTS Restoration Plan as a non-qualified
plan to provide the portion of the PTS Plan benefit that cannot
be provided under the PTS Plan because of IRS Section 415
defined contribution plan limits. The Company suspended the 2009
contributions to the PTS Restoration Plan that would have been
made in 2010.
Supplemental Executive Retirement
Plan.
Historically, the Belo Supplemental
Executive Retirement Plan (SERP) provided a
supplemental retirement benefit to key executives beyond the
qualified retirement benefits allowed by the IRS. Federal tax
law limits the amount of annual pay that can be used in
calculating benefits under qualified plans such as the Pension
Plan and the Belo Savings Plan. Through 2007, Belo made annual
contributions
39
to the SERP on behalf of each of its executive officers. These
contributions were maintained in a Rabbi Trust and were subject
to an annual allocation of the trust funds accumulated
earnings and losses. The trust was a general asset of the
Company and was subject to the claims of the Companys
creditors. Effective January 1, 2008, the Company suspended
contributions to the SERP and authorized the distribution of all
SERP benefits to participants.
For the year ended December 31, 2009, the Company did not
have a non-qualified deferred compensation plan in place for any
of its employees, including the named executive officers.
Change in
Control Arrangements and Other Agreements Upon Termination of
Employment
The following descriptions reflect the amount of compensation
that would have become payable to each of the named executive
officers under existing arrangements if there had been a change
in control or the named executives employment had
terminated on December 31, 2009, given the named
executives compensation and service levels as of such date
and, if applicable, based on the Companys closing stock
price on that date. As used in this section, termination means
the termination of a named executive officers employment
with the Company due to death, disability or retirement at or
after age 55 with at least three years of service. 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 A. H. Belo Corporation equity awards
received in connection with the spin-off transaction (see
Equity Holdings and Value Realization related to
Spin-Off of A. H. Belo Corporation
on page 36).
Except as described below, at December 31, 2009, the
Company did not have individual written agreements with any of
the named executive officers that would provide guaranteed
payments or benefits in the event of a termination of employment
or a change in control. The actual amounts that would be paid
upon a named executive officers 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, the Companys stock price and the
executives age. The circumstances that would result in
benefits under the Severance Plan include: (1) the
acquisition by a person or group of 30 percent or more of
the combined voting power of the Companys voting
securities (excluding voting securities held by Robert Decherd,
Belos Chairman of the Board, 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 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
Belo shareholders of a plan of liquidation or dissolution. In
connection with any actual termination of employment, change in
control or otherwise, Belo may determine to enter into or amend
other agreements or arrangements that provide additional or
alternative benefits that would be payable as a result of such
events, as the Compensation Committee or Board determines
appropriate.
ECP Change in Control Benefits.
Compensation
and benefits under the Companys ECP may also be affected
by a change in control of the Company. Generally under the ECP,
a change in control event means the first of the following to
occur, unless the Board has adopted a resolution stipulating
that such event will not constitute a change in control for
purposes of the ECP:
|
|
|
|
|
Specified changes in the majority composition of the
Companys Board;
|
|
|
|
Specified mergers or sales or dispositions of all or
substantially all of the Companys assets;
|
|
|
|
Shareholder approval of a plan of complete liquidation or
dissolution of Belo; or
|
|
|
|
Acquisition of more than 30% of the combined voting power of
Company common stock.
|
Following a change in control, ECP 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
40
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.
Pension Transition Supplement Restoration
Plan.
Effective April 1, 2007, the Company
adopted the PTS Restoration Plans 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 acquires more than 50% of the total fair
market value or total voting power of Belo stock;
|
|
|
|
any person or group acquires 30% or more of the total voting
power of Belo stock;
|
|
|
|
a majority of the members of Belos Board are replaced
during any
12-month
period by persons not appointed or endorsed by a majority of
Belos Board prior to the date of such appointment or
election; or
|
|
|
|
any person or group acquires Belo assets having a total gross
fair market value of 40% or more of the total gross fair market
value of all Belo assets.
|
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.
The spin-off of A. H. Belo was not a change in control under the
Belo plans. In addition to the change in control provisions in
the plans discussed above, the Company has general severance
guidelines that may or may not be followed in any particular
instance when an executive officer leaves the Company. These
guidelines do not entitle executive officers to any specific
severance benefit or amount of benefit in the event of
termination of employment with the Company. For additional
discussion, see Potential Payments on Change in Control
or Upon Termination of Employment at December 31,
2009 table on the following page.
41
The approximate value of the severance benefits available to
each of the named executive officers if there had been a
termination of employment, or had there been a change in
control, on December 31, 2009, under the ECP or the
Severance Plan, would have been as follows, based on a closing
market price of $5.44 for the Companys Series A
common stock for the year ended December 31, 2009.
|
|
|
|
|
|
|
|
|
Potential Payments on Change in Control or Upon Termination
of Employment
|
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)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dunia A. Shive
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
637,214
|
|
|
$
|
|
|
Stock options(2)
|
|
$
|
427,200
|
|
|
$
|
427,200
|
|
Time-based RSUs(3)
|
|
$
|
982,682
|
|
|
$
|
982,682
|
|
Performance-related RSUs(4)
|
|
$
|
53,040
|
|
|
$
|
53,040
|
|
Change in control severance plan(5)
|
|
$
|
2,851,760
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,951,896
|
|
|
$
|
1,462,922
|
|
|
|
|
|
|
|
|
|
|
Dennis A. Williamson
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
340,154
|
|
|
$
|
|
|
Stock options(2)
|
|
$
|
133,500
|
|
|
$
|
133,500
|
|
Time-based RSUs(3)
|
|
$
|
529,802
|
|
|
$
|
529,802
|
|
Performance-related RSUs(4)
|
|
$
|
44,358
|
|
|
$
|
44,358
|
|
Change in control severance plan(5)
|
|
$
|
1,344,031
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,391,845
|
|
|
$
|
707,660
|
|
|
|
|
|
|
|
|
|
|
Guy H. Kerr
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
266,010
|
|
|
$
|
|
|
Stock options(2)
|
|
$
|
192,240
|
|
|
$
|
192,240
|
|
Time-based RSUs(3)
|
|
$
|
504,669
|
|
|
$
|
504,669
|
|
Performance-related RSUs(4)
|
|
$
|
38,570
|
|
|
$
|
38,570
|
|
Change in control severance plan(5)
|
|
$
|
1,172,715
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,174,204
|
|
|
$
|
735,479
|
|
|
|
|
|
|
|
|
|
|
Peter L. Diaz(6)
|
|
|
|
|
|
|
|
|
Non-equity incentives(1)
|
|
$
|
244,729
|
|
|
$
|
|
|
Stock options(2)
|
|
$
|
213,600
|
|
|
$
|
213,600
|
|
Time-based RSUs(3)
|
|
$
|
421,110
|
|
|
$
|
421,110
|
|
Performance-related RSUs(4)
|
|
$
|
25,242
|
|
|
$
|
25,242
|
|
Change in control severance plan(5)
|
|
$
|
1,079,288
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,983,969
|
|
|
$
|
659,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 for executives
terminating under other circumstances.
|
|
(2)
|
|
All stock options, vested or unvested, are forfeited immediately
in the event an executive is terminated for 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 option holdings is accelerated and all
vested options will remain exercisable until the original
expiration date of that option (10 years from the date of
grant). If any named executive officer is terminated without
cause, vested options will
|
42
|
|
|
|
|
remain exercisable for a period of one year from the date of the
executives termination of employment. Unvested options are
forfeited immediately.
|
|
(3)
|
|
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.
|
|
(4)
|
|
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).
|
|
(5)
|
|
Under Belos Severance Plan, as amended effective
December 31, 2008, each designated executive is eligible
for a total cash payment to be awarded upon a change in control.
To determine the amount of the change in control payment, a
multiple of 2 for the Chief Executive Officer and 1.5 for all
other named executive officers 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 Belo Savings
Plan and PTS 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 above 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 3 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, Belo
will make a
gross-up
payment to the terminated employee. For 2009, none of the cash
payment amounts indicated above include an excise tax
gross-up.
|
|
(6)
|
|
In addition to payments available under the ECP and the
Severance Plan, there are also change in control provisions
within 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
Peter Diazs PTS Restoration account was $8,405. No other
named executive officer had a PTS Restoration account balance at
December 31, 2009.
|
43
DIRECTOR
COMPENSATION
Director
Compensation for 2009
During 2009, non-employee directors on the Belo Board received
an annual retainer package with a nominal value of $140,000.
One-half of the Boards annual retainer was paid in cash
and the remaining one-half was paid in the form of time-based
restricted stock units (TBRSUs) for Belo
Series A common stock, the number of which was determined
based on the closing market price of Belo Series A common
stock on the date of the award. Awards were made at the
beginning of each directors term of service, which was
May 12, 2009, the date of the 2009 annual meeting of
shareholders, for all directors with the exception of
Mr. Tichenor, whose term of service began August 3,
2009.
Directors who served as committee chairs in 2009 received an
additional $10,000 in cash. Belo reimburses directors for travel
expenses incurred in attending meetings. No additional fee is
paid to directors for attendance at Board and committee
meetings. Robert Decherd, as non-executive Chairman of the
Board, receives an additional $60,000 in annual compensation
payable at the beginning of each term of service, while Henry
Becton receives $30,000 in additional annual compensation for
his role as Lead Director. Dunia Shive, who was an executive
officer of the Company during 2009, did not receive separate
compensation for Belo Board service.
The following table sets forth compensation for each Belo
non-employee director for service as a Belo director during the
year ended December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Employee Director Compensation
|
|
|
Fees Earned or
|
|
Stock
|
|
|
|
|
Paid in Cash
|
|
Awards
|
|
Total
|
Name
|
|
($)
|
|
($)(1)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry P. Becton, Jr.
|
|
$
|
110,000
|
|
|
$
|
70,000
|
|
|
$
|
180,000
|
|
Judith L. Craven, M.D., M.P.H.
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
|
$
|
140,000
|
|
Robert W. Decherd
|
|
$
|
130,000
|
|
|
$
|
70,000
|
|
|
$
|
200,000
|
|
Dealey D. Herndon
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
|
$
|
140,000
|
|
James M. Moroney III
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
|
$
|
140,000
|
|
Wayne R. Sanders
|
|
$
|
80,000
|
|
|
$
|
70,000
|
|
|
$
|
150,000
|
|
M. Anne Szostak
|
|
$
|
80,000
|
|
|
$
|
70,000
|
|
|
$
|
150,000
|
|
McHenry T. Tichenor, Jr.
|
|
$
|
54,038
|
|
|
$
|
54,039
|
|
|
$
|
108,077
|
|
Lloyd D. Ward
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
|
$
|
140,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The amounts indicated in column (c) for Stock Awards are
based on the grant date fair value of awards made May 12,
2009, for all directors with the exception of Mr. Tichenor,
whose award was made to coincide with his term of service with
the Board, which began on August 3, 2009. Directors
TBRSU awards vest on the date of the annual shareholders meeting
one year following the initial grant or on the next regularly
scheduled shareholders meeting date for pro-rated awards made
during a service period. Prior to the date of the award,
directors elect the payment date of their award, which can be
the date of vesting or on the date of the shareholders
meeting one or two years next following the vesting date.
Payment of vested RSUs is made 60% in shares of Series A
common stock and 40% in cash. Directors who voluntarily resign
or retire from Belo 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 payment date elected.
Vesting is accelerated and payment is made immediately for
TBRSUs held by a director who becomes disabled or dies.
|
44
The following are the RSU holdings of each of Belos
non-employee directors as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 2007
|
|
February 2008
|
|
May 2008
|
|
May 2009
|
|
August 2009
|
|
May 2009
|
|
May 2009
|
|
|
Award
|
|
Award
|
|
Award
|
|
Award
|
|
Award
|
|
Award
|
|
Award
|
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
|
Payable in
|
Name
|
|
May 2010
|
|
May 2010
|
|
May 2011
|
|
May 2010
|
|
May 2010
|
|
May 2011
|
|
May 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry P. Becton, Jr.
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
Judith L. Craven, M.D., M.P.H.
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
Robert W. Decherd
|
|
|
|
|
|
|
564
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dealey D. Herndon
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M. Moroney III
|
|
|
|
|
|
|
564
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne R. Sanders
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M. Anne Szostak
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McHenry T. Tichenor, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,376
|
|
|
|
|
|
|
|
|
|
Lloyd D. Ward
|
|
|
1,730
|
|
|
|
|
|
|
|
3,431
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior to 2009, directors received a portion of annual
compensation in the form of stock options for the purchase of
Series B common stock. The option exercise price is equal
to the closing market price of Series A common stock on the
date of grant. Options generally vested one year from the date
of grant and expire 10 years from the date of grant. Vested
options remain exercisable for the original term of the award
for all former directors. Following are the stock option
holdings of each of Belos non-employee directors as of
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
Exercisable
|
Name
|
|
Stock Options
|
|
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry P. Becton, Jr.
|
|
|
96,234
|
|
|
|
96,234
|
|
Judith L. Craven, M.D., M.P.H.
|
|
|
81,854
|
|
|
|
81,854
|
|
Robert W. Decherd(1)
|
|
|
21,469
|
|
|
|
21,469
|
|
Dealey D. Herndon
|
|
|
81,854
|
|
|
|
81,854
|
|
James M. Moroney III(1)
|
|
|
21,469
|
|
|
|
21,469
|
|
Wayne R. Sanders
|
|
|
53,924
|
|
|
|
53,924
|
|
M. Anne Szostak
|
|
|
44,125
|
|
|
|
44,125
|
|
McHenry T. Tichenor, Jr.
|
|
|
|
|
|
|
|
|
Lloyd D. Ward
|
|
|
83,739
|
|
|
|
83,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Stock options indicated above for Robert Decherd and Jim
Moroney, both former employees of the Company, represent those
awarded with respect to Board service since the effective date
of the spin-off on February 8, 2008, and do not include
stock options earned as employees of the Company.
|
Certain
Relationships
Belo has a written Code of Business Conduct and Ethics. One
policy in the Code provides 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 interferes or appears to interfere with
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 the
Companys Management Committee (or its designee) is
generally responsible for enforcement of the Code relating to
officers and employees.
The 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
45
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 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
Belos 2007 consolidated tax return. After the tax matters
agreement was amended, Belo amended its 2007 tax return to
generate a federal income tax refund, which refund is held by
Belo on A. H. Belos behalf and will be applied towards A.
H. Belos future obligations to reimburse Belo for a
portion of Belos contributions to the Belo-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 non-executive
Chairman of the Board of Belo. 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. Dealey Herndon is
a director of both Belo and A. H. Belo.
In connection with the February 2008 spin-off and an assessment
of their respective downtown Dallas real estate needs, Belo and
A. H. Belo 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. Belo and A. H. 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.
46
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 Belo
Corp., Attention: Guy H. Kerr, Secretary, P. O. Box 655237,
Dallas, Texas
75265-5237,
(214) 977-6606.
Our Annual Report on
Form 10-K
is also available free of charge on
www.belo.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 Belo Corp.
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 Belo Corp. (P. O. Box
655237, Dallas, Texas
75265-5237,
(214) 977-6606),
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 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 Service Direct, 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 May 11,
2010
This proxy statement and the 2009 annual report are available at
http://bnymellon.mobular.net/bnymellon/blc
.
These documents are also posted on our Web site at
www.belo.com
.
SHAREHOLDER
PROPOSALS FOR 2011 MEETING
In order to propose business for consideration or nominate
persons for election to the 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 February 10, 2011
and March 12, 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
47
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 Belos Secretary by no later than
November 26, 2010 and following the procedures described in
the Companys bylaws and SEC
Rule 14a-8.
Copies of the bylaws and SEC
Rules 14a-4
and
14a-8
may be obtained by contacting Belos Secretary at
P. O. Box 655237, Dallas, Texas
75265-5237,
or by telephone at
(214) 977-6606,
and submissions pursuant to these provisions should be addressed
to 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
GUY H. KERR
Secretary
Dated: March 26, 2010
48
APPENDIX A
MAJORITY
VOTING IN THE ELECTION OF DIRECTORS
Excerpted from Belo Corp.
Corporate Governance Guidelines
The
complete current version of the Corporate Governance Guidelines
as approved and adopted by the
Board is posted on Belos Web site at
www.belo.com
.
A copy of the Corporate Governance Guidelines may be obtained
without charge upon written or oral request to
Belo Corp., Attention: Guy H. Kerr, Secretary,
P. O. Box 655237, Dallas, Texas
75265-5237,
(214) 977-6606.
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 Belo Corp.
Corporate Governance Guidelines
The
complete current version of the Corporate Governance Guidelines
as approved and adopted by the
Board is posted on Belos Web site at
www.belo.com
.
A copy of the Corporate Governance Guidelines may be obtained
without charge upon written or oral request to
Belo Corp., Attention: Guy H. Kerr, Secretary,
P. O. Box 655237, Dallas, Texas
75265-5237,
(214) 977-6606.
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 and be financially literate as determined by the
Board.
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 Belo, either directly, or as a partner,
stockholder, or officer of an organization that has a
relationship with Belo. For purposes of these standards,
Belo means Belo Corp. and its consolidated
subsidiaries, collectively.
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1.
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the director is not, and in the past three years has not been,
an employee of Belo;
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2.
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an immediate family member of the director is not, and in the
past three years has not been, employed as an executive officer
of Belo;
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3.
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(a) neither the director nor a member of the
directors immediate family is a current partner of
Belos outside auditing firm; (b) the director is not
a current employee of Belos outside auditing firm;
(c) no member of the directors immediate family is a
current employee of 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 Belos outside auditing firm and
personally worked on 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 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 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 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 Belo, or during any of the last three
fiscal years has made payments to or received payments from
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 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 Belo was indebted at the end of
Belos last full fiscal year in an aggregate amount in
excess of 2% of 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 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 Belo, other than as a
participating underwriter in a syndicate, during the last fiscal
year or that 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
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 Belo Corp. 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 Belo;
or (2) is an affiliated person of Belo Corp. 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
BELO SAVINGS PLAN AND
THE SEPARATE A. H. BELO SAVINGS PLAN
MAINTAINED BY A. H. BELO CORPORATION
(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
Belo Corp.
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 Belo Corp. that will be held in the
Auditorium of The Belo Building at 400 South Record Street,
Third Floor, Dallas, Texas, on Tuesday, May 11, 2010, at
11:00 a.m. (local time). The Belo Corp. Board of Directors
has fixed the close of business on March 17, 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 four Class III directors, ratifying the
appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm, voting on a
shareholder proposal, 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 Belo Corp. 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 Belo Corp. 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 May 9, 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 Belo Corp. shares held by that plan in accordance with the
voting instructions that are received via mail, telephone, or
Internet on or before May 9, 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, FOR ratification of the
appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm, and AGAINST the
shareholder proposal relating to repeal of Belo Corp.s
classified Board. 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 Belo Corp. 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.
T
he cut-off date is May 9, 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 May 9, 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 Belo Corp., 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.
March 26, 2010
FIDELITY MANAGEMENT TRUST COMPANY
as Trustee of the BELO SAVINGS PLAN and
as Trustee of the A. H. BELO SAVINGS PLAN
BELO-LTR-10
2
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.
INTERNET
http://www.proxyvoting.com/blc
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.
▼
FOLD AND DETACH HERE ▼
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Please mark your votes as
indicated in this example
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x
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FOR
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WITHHOLD
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*EXCEPTIONS
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ALL
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FOR ALL
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1.
Election
of the following nominees as
Class III director (terms expire in 2013)
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Nominees:
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01 Judith L. Craven,
M.D., M.P.H.
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02 Dealey D. Herndon
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03 Wayne R. Sanders
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04 McHenry T. Tichenor,
Jr.
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(INSTRUCTIONS: To withhold
authority to vote for any
individual nominee, mark the Exceptions box above and
write that nominees name in the space provided below.)
*Exceptions
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FOR
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AGAINST
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ABSTAIN
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2.
Ratification of the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm.
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3.
Shareholder proposal relating to repeal of the classified Board of Directors.
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c
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4.
At the discretion of such proxy holders on any other matter that properly may come
before the meeting or any adjournment or postponement thereof.
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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 Ernst & Young LLP as the
Companys independent registered public accounting firm, AGAINST the shareholder
proposal relating to repeal of the classified Board of Directors 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.
Please sign exactly as your name appears hereon. 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.
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Mark Here for
Address Change
or
Comments
SEE REVERSE
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c
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You
can now access your Belo Corp. account online.
Access
your Belo Corp. shareholder account online via Investor ServiceDirect
®
(ISD).
BNY
Mellon Shareowner Services, the transfer agent for Belo Corp., now makes it
easy and convenient to get current information on your shareholder account.
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View account status
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View payment history for dividends
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View certificate history
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Make address changes
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View book-entry information
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Obtain a duplicate 1099 tax form
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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
MLink
SM
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 Shareholders are available
at:
http://www.proxyvoting.com/blc
▼
FOLD AND DETACH HERE
▼
PROXY
Annual Meeting of Shareholders To be held May 11, 2010
THE BOARD OF DIRECTORS OF BELO CORP. SOLICITS THIS PROXY
The undersigned hereby appoints Dunia A. Shive, Carey P. Hendrickson, and Guy H. Kerr, 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 Belo Corp. held of record by the undersigned
on March 17, 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 ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM, AGAINST THE SHAREHOLDER PROPOSAL RELATING TO
REPEAL OF THE CLASSIFIED BOARD OF DIRECTORS AND IN THE PROXYHOLDERS DISCRETION ON
ANY OTHER MATTER PRESENTED AT THE MEETING.
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Address Change/Comments
(Mark the corresponding box on the reverse side)
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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)
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 May 9, 2010.
INTERNET
http://www.proxyvoting.com/blc
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.
▼
FOLD AND DETACH HERE ▼
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Please mark your votes as
indicated in this example
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x
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FOR
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WITHHOLD
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*EXCEPTIONS
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ALL
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FOR ALL
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1.
Election
of the following nominees as
Class III director (terms expire in 2013)
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c
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Nominees:
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01 Judith L. Craven,
M.D., M.P.H.
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02 Dealey D. Herndon
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03 Wayne R. Sanders
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04 McHenry T. Tichenor,
Jr.
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(INSTRUCTIONS: To withhold
authority to vote for any individual nominee, mark the Exceptions box above and write that
nominees name in the space provided below.)
*Exceptions
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FOR
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AGAINST
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ABSTAIN
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2.
Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm.
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3.
Shareholder proposal relating to repeal of the classified Board of Directors.
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4.
At the discretion of the Trustee of the Savings Plans on any other matter that properly may come before the meeting or any adjournment or postponement thereof.
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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 Ernst & Young LLP as the Companys independent registered public accounting firm, "AGAINST" the
shareholder proposal relating to repeal of the classified Board of Directors, 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.
I hereby authorize Fidelity Management Trust Company, as Trustee under the Savings Plans, to
vote the full shares of 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.
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Mark Here for
Address Change
or
Comments
SEE REVERSE
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YOUR VOTING INSTRUCTION CARD FOR BELO CORP. 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 Shareholders are available at:
http://www.proxyvoting.com/blc
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FOLD AND DETACH HERE
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VOTING INSTRUCTIONS TO
FIDELITY MANAGEMENT TRUST COMPANY (Fidelity) as
Trustee of the Belo Savings Plan and of the separate
A. H. Belo Savings Plan maintained by A. H. Belo Corporation
(the Savings Plans)
Belo Corp. Annual Meeting of Shareholders To be held May 11, 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 Belo Corp. (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 Belo common stock credited to your plan account as
of March 17, 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 Belo. Please use the other side of this form in giving your instructions.
If Fidelity has not received your voting instructions by May 9, 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 Ernst & Young LLP
as Belos independent registered public accounting firm, AGAINST the shareholder proposal
relating to repeal of the classified Board of Directors, and in Fidelitys discretion on any other
matter presented at the meeting.
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Address Change/Comments
(Mark the corresponding box on the reverse side)
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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)
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