Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2009, the Compensation Committee of the Company's Board of
Directors ratified an amendment to the A. H. Belo Savings Plan (the "Savings
Plan") that makes the employer matching contributions discretionary under the
plan. The Compensation Committee suspended all matching contributions
indefinitely effective for payroll periods beginning on or about April 3, 2009.
In addition, the Compensation Committee approved an additional amendment to the
Savings Plan that adds a subsidiary employer under the plan.
The Savings Plan as initially adopted is Exhibit 10.4 to the Company's Form 8-K
filed February 12, 2008 and the First Amendment to the Savings Plan dated
September 23, 2008 is Exhibit 10.2(1)(A) to the Company's Quarterly Report on
Form 10-Q filed November 14, 2008. The amendments effecting the changes
disclosed above are Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated
herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In January 2008, the Company adopted the A. H. Belo Change in Control Severance
Plan (the "Change in Control Plan") that provides for severance benefits for its
executive officers and other designated participants in the event of a change in
control of the Company and a termination of employment under specified
circumstances. Benefits under the Change in Control Plan are calculated based on
multiples of compensation, referred to as "severance multiples," for designated
participants.
On March 31, 2009, the Board of Directors approved an amendment to the Change in
Control Plan, effective as of December 31, 2008, reducing the benefits
potentially payable to participants under the Change in Control Plan by reducing
the "severance multiple" for the Chief Executive Officer from 3.0 to 2.0 and the
"severance multiple" for the Company's other executive officers from 2.5 to 1.5.
As amended, the Change in Control Plan remains in full force and effect. The
Change in Control Plan as initially adopted is filed as Exhibit 10.7 to the
Company's Form 8-K filed February 12, 2008. The Change in Control Plan amendment
effecting these changes is filed as Exhibit 10.3 to this Form 8-K and is
incorporated herein by reference.
On March 31, 2009, the Compensation Committee approved amendments to the
Company's two pension transition benefit plans, the A. H. Belo Pension
Transition Supplement Plan and the A. H. Belo Pension Transition Supplement
Restoration Plan, to permit the suspension of Company contributions under these
plans in respect of participants' 2009 compensation. This means that no pension
transition supplement payments will be made in 2010. This change does not affect
the 2009 payment in respect of 2008 compensation that will be made later in
2009. The A. H. Belo Pension Transition Supplement Restoration Plan as initially
adopted is filed as Exhibit 10.6 to the Company's Form 8-K filed February 12,
2008. The amendment to the A. H. Belo Pension Transition Supplement Restoration
Plan is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by
reference.
Finally, in connection with the Company's cost reduction initiatives in response
to continued revenue challenges, the Compensation Committee approved a 20%
reduction of its Chief Executive Officer's annual base salary from $600,000 to
$480,000. In addition, the Board approved a 15% reduction in the Company's other
executive officer annual base salaries. The executive officer's annual base
salaries will be as follows: Jim Moroney, Executive Vice President, Publisher
and CEO, The Dallas Morning News - $467,500; Donald (Skip) Cass, Executive Vice
President - $395,250; Ali Engel, Senior Vice President/Chief Financial Officer -
$267,750; and Dan Blizzard, Senior Vice President - $204,000. These changes are
effective immediately.
Item 8.01. Other Events.
On April 2, 2009, the Company issued a press release announcing various
cost-saving measures, including the previously-announced suspension of employer
matching contributions under the Savings Plan as well as the reduction of the
severance multiples under the Change in Control Plan, the suspension of the 2009
pension transition supplement contributions, and the salary reductions of its
executive officers. The press release and the Letter to Colleagues referenced
therein are furnished as Exhibits 99.1 and 99.2, respectively, hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009.
10.2 Third Amendment to the A. H. Belo Savings Plan dated March 31, 2009
10.3 Amendment to the A. H. Belo Change in Control Severance Plan dated March 31,
2009.
10.4 First Amendment to the A. H. Belo Pension Transition Supplement Restoration
Plan dated March 31, 2009.
99.1 Press Release dated April 2, 2009.
99.2 Letter to Colleagues dated April 2, 2009.
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Signatures
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.
Date: April 2, 2009 A. H. BELO CORPORATION
By: /s/ Alison K. Engel
Alison K. Engel
Senior Vice President/Chief Financial
Officer and Treasurer