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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): March 3, 2011
BELO CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8598
(Commission File Number)
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75-0135890
(I.R.S. Employer
Identification No.) |
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400 S. Record Street
Dallas, Texas
(Address of principal executive offices)
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75202
(Zip Code) |
Registrants telephone number, including area code: (214) 977-6606
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2011, the Compensation Committee (the Committee) approved 2011 compensation
arrangements for the Companys executive officers. The Committee granted time-based restricted
stock units (TBRSUs) and performance-related restricted stock units (PBRSUs) under its Executive
Compensation Plan to the following named executive officers in the amounts indicated:
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PBRSUs |
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Name |
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Title |
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TBRSUs |
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(at Target) |
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Dunia A. Shive |
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President and Chief Executive Officer |
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64,000 |
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96,000 |
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Carey P. Hendrickson |
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Senior Vice President/Chief Financial Officer and Treasurer |
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18,700 |
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28,000 |
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Peter L. Diaz |
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President/Media Operations |
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28,000 |
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42,000 |
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Guy H. Kerr |
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Executive Vice President Law & Government and Secretary |
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23,600 |
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35,400 |
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The terms and conditions of the vesting of the TBRSU and PBRSU awards are set forth in the
form of award notice filed herewith as Exhibit 10.1 and incorporated herein by reference. The
Committee did not award any options for 2011. The Committee also set 2011 base salary compensation
as follows: Dunia A. Shive $775,000; Carey P. Hendrickson $350,000; Peter L. Diaz $525,000;
and Guy H. Kerr $515,000, which represent 0%, 16.7%, 5% and 3% increases, respectively, over their 2010 base salaries. Theses increases will be
effective beginning in April.
Target cash bonus opportunities for 2011 were set at 100%, 45%, 55% and 55%, respectively, of these
named executive officers base salaries. For 2011, subject to the availability of a sufficient
performance-based incentive pool in compliance with the exemption under Section 162(m) of the
Internal Revenue Code, as amended, the payment of up to 25% of each named executive
officers cash bonus opportunity is dependent on such officers attainment of his or her
individual non-financial performance objectives, as determined by the Committee; and 75% of
each named executive officers cash bonus opportunity is based upon financial performance (earnings
per share). The 2011 individual non-financial objectives for the named executive officers
encompass objectives related to strategic and financial planning, leadership talent, investor
relations, revenue performance, information technology, operational efficiency, risk management,
and other matters.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Belo 2004 Executive Compensation Plan Award Notification (for Employee Awards)
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.
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Date: March 8, 2011 |
BELO CORP.
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By: |
/s/ William L. Hamersly
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William L. Hamersly Vice President/Human Resources |
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EXHIBIT INDEX
10.1 Belo 2004 Executive Compensation Plan Award Notification (for Employee Awards)