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BLC > SEC Filings for BLC > Form 8-K on 30-Sep-2013All Recent SEC Filings

Show all filings for BELO CORP

Form 8-K for BELO CORP


30-Sep-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


Item 5.07. Submission of Matters to a Vote of Security Holders

A special meeting of shareholders of Belo Corp. ("Belo") was held on September 25, 2013. The special meeting was held to vote upon the following proposals set forth in Belo's definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 21, 2013: (1) to approve the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 12, 2013, by and among Belo, Gannett Co., Inc., and Delta Acquisition Corp. ("Merger Sub"), pursuant to which Belo will merge (the "Merger") with and into Merger Sub (the "Merger Proposal"); (2) to approve, on an advisory (non-binding) basis, specified compensation that may be payable to the named executive officers of Belo in connection with the Merger (the "Advisory Compensation Proposal"); and (3) to adjourn the Belo special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the "Adjournment Proposal").

At the special meeting, the Merger Proposal was approved by the affirmative vote of more than two-thirds of the voting power of all outstanding Belo common stock entitled to vote at the special meeting. In addition, the Advisory Compensation Proposal was approved by a majority of the votes cast at the special meeting. Sufficient votes were also received to approve the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Merger Proposal.

As of August 12, 2013, the record date for the special meeting, there were 95,832,821 shares of Series A common stock and 8,269,639 shares of Series B common stock issued and outstanding and eligible to be voted at the special meeting. Shares representing 160,875,816 votes were represented in person or by proxy at the special meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the special meeting and the final voting results for each proposal were as follows:

1. The Merger Proposal

For Against Abstain Broker Non-Votes 130,088,877 30,613,954 172,985 0

2. The Compensation Proposal

For Against Abstain Broker Non-Votes 105,002,186 45,284,530 10,589,100 0

3. The Adjournment Proposal

For Against Abstain Broker Non-Votes 111,174,037 20,002,045 29,699,734 0



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release of Belo Corp., dated September 25, 2013


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