AHC A H Belo Corporation

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

On September 22, 2021, the Board of Directors (the “Board”) of DallasNews Corporation (the “Company”) increased the size of the Board from four directors to five directors, pursuant to Article III, Section 2 of the Amended and Restated Bylaws of the Company, and unanimously elected Dunia A. Shive to serve as a director of the Company, effective immediately. Ms. Shive’s initial term will expire at the Company’s next annual meeting of shareholders in 2022, when she will be eligible for re-election by the shareholders. Ms. Shive will serve on two of the Company’s standing committees –the Compensation & Management Development Committee and the Nominating and Corporate Governance Committee. A copy of the press release announcing her election is furnished herewith as Exhibit 99.1.

The Board has determined that Ms. Shive is independent within the meaning of the rules and regulations promulgated by the Securities and Exchange Commission, the listing standards of Nasdaq and the Company’s Corporate Governance Guidelines. Consistent with the Company’s non-employee director compensation arrangements, Ms. Shive will be entitled to receive a pro-rated amount of the DallasNews directors’ annual $105,000 cash retainer package for the 2021 – 2022 service year, or approximately $67,500. Non-employee director compensation is paid quarterly. No additional amounts are paid in connection with director service as Lead Director or committee chair. DallasNews reimburses directors for travel expenses incurred in attending meetings. No additional fee is paid to directors for attendance at Board and committee meetings.

Ms. Shive does not have any family relationship with any other director or executive officer of the Company and, other than as a DallasNews director, does not have any other material relationship with the Company. There is no understanding or arrangement between Ms. Shive and any other person or persons with respect to her election as a director. Additionally, there are no transactions involving the Company and Ms. Shive that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.