Current Report Filing (8-k)
22 September 2021 - 10:46PM
Edgar (US Regulatory)
false000141389800014138982021-09-222021-09-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 22, 2021
DallasNews
CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
|
|
|
|
|
|
Texas
|
|
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) 977-7342
|
(Address of principal executive offices, including zip
code)
|
|
(Registrant’s telephone number, including area code)
|
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))
|
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Series A Common Stock, $0.01 par value
|
|
DALN
|
|
The
Nasdaq
Stock Market LLC
|
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. ☐
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.
Item
8.01. Other Events.
On September 22, 2021, the Company’s Board of Directors approved a
fourth quarter 2021 dividend of $0.16 per share. The dividend
will be payable on December 3, 2021 to shareholders of record
at the close of business on November 12, 2021.
A copy of the announcement press release is furnished with this
report as Exhibit 99.2.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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: September 22, 2021
|
|
|
|
DALLASNEWS CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christine E. Larkin
|
|
|
|
|
|
|
Christine E. Larkin
|
|
|
|
|
|
|
Senior Vice President/General Counsel
|
A H Belo (NYSE:AHC)
Historical Stock Chart
Von Mai 2022 bis Jun 2022
A H Belo (NYSE:AHC)
Historical Stock Chart
Von Jun 2021 bis Jun 2022