SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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:
John A. Beckert
Louis E. Caldera
Robert W. Decherd
Ronald D. McCray
Grant S. Moise
Dunia A. Shive
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:
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:
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:
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.
Item 8.01. Other Events.
Retirement of Executive Chairman; Appointment of Non-Executive Chairman
On May 11, 2023, Robert W. Decherd retired from his position as Executive Chairman of the Board. Mr. Decherd will continue to serve as a director until his retirement on September 21, 2023. Effective immediately upon Mr. Decherd’s retirement, the Board appointed John A. Beckert as Non-Executive Chairman of the Board. A copy of the announcement press release is furnished with this report as Exhibit 99.1.
Third Quarter 2023 Dividend
On May 11, 2023, the Board approved a third quarter 2023 dividend of $0.16 per share. The dividend will be payable on September 1, 2023, to shareholders of record at the close of business on August 11, 2023. A copy of the announcement press release is furnished with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: May 11, 2023
/s/ Katy Murray
President and Chief Financial Officer
About DallasNews Corporation
Statements in this communication concerning DallasNews Corporation’s (the “Company”) business outlook or future economic performance, revenues, expenses, cash balance, investments and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint and distribution prices; program costs; the success of the Company’s digital strategy; labor relations; cybersecurity incidents; and technological obsolescence. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters or that our financial projections are accurate, as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.