Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders of DallasNews Corporation (the “Company” or “DallasNews”) was held on May 11, 2023. The following are the final voting results and a brief description of each matter submitted to the Company’s shareholders at that meeting. Each proposal is described in more detail in the Company’s 2023 Proxy Statement dated March 29, 2023.
Proposal 1: Election of Directors. The shareholders of the Company elected each of the director nominees nominated by the Company’s Board of Directors (the “Board”), as follows: John A. Beckert, Louis E. Caldera, Robert W. Decherd, Ronald D. McCray, Grant S. Moise and Dunia A. Shive were elected as directors and are eligible to serve a one-year term until the 2024 annual meeting and until his or her successor is elected and qualified.
The following is a tabulation of the voting results with respect to each director nominee:
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Director | Votes For | Votes Withheld | Broker Non-Votes |
John A. Beckert | 7,160,450 | 1,050,430 | 1,359,944 |
Louis E. Caldera | 7,170,745 | 1,040,135 | 1,359,944 |
Robert W. Decherd | 7,265,372 | 945,508 | 1,359,944 |
Ronald D. McCray | 7,171,114 | 1,039,766 | 1,359,944 |
Grant S. Moise | 8,057,791 | 153,089 | 1,359,944 |
Dunia A. Shive | 7,309,148 | 901,732 | 1,359,944 |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by an affirmative majority of the voting power represented at the annual meeting and entitled to vote:
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Votes For | Votes Against | Abstain |
9,488,305 | 74,161 | 8,358 |
Proposal 3: Approval of an Advisory Resolution regarding Executive Compensation (Say-on-Pay). The Company's shareholders approved the following advisory resolution by the affirmative vote of a majority of the voting power represented at the annual meeting and entitled to vote:
“RESOLVED, that the shareholders of DallasNews Corporation (“DallasNews”) approve, on an advisory basis, the compensation paid to DallasNews’ named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Summary Compensation Table and the related compensation tables, notes and narrative contained in the DallasNews 2023 proxy statement.”
The shareholder vote was as follows:
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Votes For | Votes Against | Abstain | Broker Non-Votes |
6,988,956 | 1,164,340 | 57,584 | 1,359,944 |
Proposal 4: Advisory Vote regarding the Frequency of Future Say-on-Pay Votes (Say-on-Frequency). The results of the shareholder advisory vote on the frequency of future say-on-pay votes were:
| | | |
One Year | Two Years | Three Years | Abstain |
1,540,214 | 18,661 | 6,630,925 | 21,080 |
The choice of every three years was approved by the Company’s shareholders, having received the affirmative vote of a plurality of the voting power represented at the annual meeting and entitled to vote on this proposal. In light of this result, the Board has decided to conduct future advisory votes on executive compensation every three years. Accordingly, the next shareholder advisory say-on-pay vote is scheduled to be held at the Company’s 2026 Annual Meeting of Shareholders.