UNITED   S T A TES

SECURITIES   AND   EXCHANGE   COMMISSION

W ASHING T ON,   D.C.   20549





FORM   8-K





CURRENT   REPO R T



PURSUANT   T O   SECTION   13   OR   15(d)   OF   THE

SECURITIES   EXCHANGE   ACT   OF   1934



Date   of   Report   (Date   of   earliest   event   reported):   September 6 ,   201 7





PICTURE 1



(Exact   name   of   registrant   as   specified   in   its   charter)





Commission   file   number:   1-33741





 

 

Delaware

 

38-3765318

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)



 

 

P. O. Box 224866, Dallas, Texas 75222-4866

 

(214) 977-82 22

(Address   of   principal   executive   offices,   including   zip   code)

 

(Registrant’s   telephone   number,   including   area   code)







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Check   the   appropriate   box   below   if   the   Form   8-K   filing   is   intended   to   simultaneously   satisfy   the   filing   obligation   of   the   registrant   under   any   of   the   following   provisions:



       Written   communications   pursuant   to   Rule   425   under   the   Securities   Act   (17   CFR   230.425)

       Soliciting   material   pursuant   to   Rule   14a-12   under   the   Exchange   Act   (17   CFR   240.14a-12)

       Pre-commencement   communications   pursuant   to   Rule   14d-2(b)   under   the   Exchange   Act   (17   CFR   240.14d-2(b))

       Pre-commencement   communications   pursuant   to   Rule   13e-4(c)   under   the   Exchange   Act   (17   CFR   240.13e-4(c))



 


 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(e) On September 6, 2017, the Compensation Committee of A. H. Belo Corporation (the “Company”) approved an amendment to the Employment Agreement with Timothy M. Storer dated March 2, 2017 (the “Amendment”), revising and clarifying the financial performance metrics relating to his annual cash incentive bonus opportunity for 2017 and his performance-based restricted stock units ( PBRSUs ) for 2017.   The revisions reflect the expanded scope of Mr. Storer’s oversight responsibilities over the DMV Portfolio c ompanies.  Both the consolidated A djusted EBITDA and the T otal C ontract V alue (“TCV”) metrics were revised to reflect his expanded role.     For 2017, t he DMV Portfolio c ompanies and TCV E ntities include Distribion, Inc., Vertical Nerve, Inc., CDFX, LLC, Your Speakeasy , LLC and Connect.

 

Under the amended Employment Agreement, Mr. Storer will receive a compensation package that consists of a base salary of $450,000, with a target bonus opportunity set at $300,000, or approximately 67% of his base salary.  Mr. Storer will be eligible for an annual 2.5% increase in base salary each year after the first year of his five-year employment contract provided that the DMV Portfolio c ompanies achieve 85% or more of their prior year consolidated A djusted EBITDA T arget. 

 

Mr. Storer’s annual cash incentive bonus opportunity will be based upon financial performance metrics of the DMV Portfolio c ompanies.  For 2017, the financial performance metrics will be weighted as follows: (i) 50% against the consolidated A djusted EBITDA T arget of the DMV Portfolio c ompanies, as revised by this Amendment; and (ii) 50% against the TCV E ntities ’   TCV T arget , as revised by this Amendment.  Threshold, target and maximum performance and payout ranges for the consolidated A djusted EBITDA and TCV components are 85%, 100%, and 200%, respectively, for performance, and 50%, 100%, and 200%, respectively, for payout.

 

On March 2, 2017, Mr. Storer was granted PBRSUs having an at-target value of $500,000.  The PBRSUs will be earned  based on the DMV Portfolio c ompanies’ achievement level of consolidated A djusted EBITDA for 2017, as revised by this A mendment.  Provided Mr. Storer remains employed by the Company on the first anniversary date of the grant and the DMV Portfolio c ompanies’ consolidated A djusted EBITDA is at least 95% of the 2017 target, the P B RSUs will vest and be paid out 60% in shares of Series A Common Stock and 40% in cash.  The payout will be prorated for achievement between 95% and 100% of the DMV Portfolio c ompanies’ consolidated A djusted EBITDA, and is capped at 100% of target.

 

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference.   Terms not defined herein, shall have the meaning set forth in the Employment Agreement and Amendment.   Mr. Storer’s Employment Agreement dated March 2, 2017 was previously filed with the Securities Exchange Commission on Form 8-K filed March 6, 2017. The form of award notice for Mr. Storer’s amended PBRSU grant is filed herewith as Exhibit 10.2, and is incorporated herein by reference.



On September 6, 2017, the Board of Directors approved certain administrative amendments to the A. H. Belo Savings Plan (the “Third Amendment to the Savings Plan”) that (i) eliminate the requirement that a Savings Plan participant complete one year of service prior to being eligible to receive a Company matching contribution, (ii) add a new Company subsidiary, Your Speakeasy , LLC, as a participating employer; (iii) permit, beginning with the January 1, 2018 Plan year,  the Savings Plan to receive employee participant contributions as Roth contributions, receive rollovers of Roth contributions from other qualified plans, as well as receive catch-up contributions as Roth contributions; and (iv) permit Company make-whole matching contributions, beginning with the 2018 plan year, provided that the Company’s cumulative Plan year matching contribution to a participant’s Savings Plan account is less 1.5% of such participant’s annual compensation and the participant deferred 1.5% or more of his or her annual compensation to the Savings Plan during the Plan year, provided further that such participant remains employed through the end of the applicable Plan year. The foregoing summary of the Third Amendment to the Savings Plan is not complete and is qualified in its entirety by reference to the Third Amendment to the Savings Plan, which is filed herewith as Exhibit 10.3 and incorporated by reference. 



Item   8 .0 1 .   Other Events .



On September 6, 2017, the Company's Board of Directors declared a fourth quarter 2017 dividend of $0.08 per share.  The dividend will be payable on December 1, 2017 to shareholders of record at the close of business on November 9, 2017.  A copy of the announcement press release is furnished with this report as Exhibit 99.1.



Item   9.01.   Financial   Statements   and   Exhibits.



(d)   Exhibits .



10.1  Amendment to Timothy M. Storer Employment Agreement effective September 6, 2017

10.2  Amended Timothy M. Storer 2017 PBRSU Award Notice

10.3  Third Amendment to the A. H. Belo Savings Plan dated September 7, 2017

99.1  Press Release issued by A. H. Belo Corporation on September 8 , 2017



 


 

SIGN A TURE



Pursuant to   the requirements   of the   Securities Exchange   Act of   1934, the   Registrant   has duly   caused this   report to   be signed   on its   behalf   by   the   undersigned   thereunto   duly   authorized.





 

 

 

 



 

 

A.   H.   BELO   CORPORATION



 

 

 

 

Date:

September 8 , 201 7

 

By:

/s/    Christine E. Larkin



 

 

 

       Christine E. Larkin



 

 

 

       Senior Vice President/ General Counsel & Secretary



 

 

 

 





 

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