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 9, 2011

A. H. BELO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-33741 (Commission File Number)		38-3765318 (I.R.S. Employer Identification No.)

P. O. Box 224866 Dallas, Texas (Address of principal executive offices)		75222-4866 (Zip Code)

Registrant’s telephone number, including area code: (214) 977-8200

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))

 

 

5.02

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

(b) On March 9, 2011, Laurence E. Hirsch, informed the Company that effective as of the Company’s annual meeting of shareholders to be held on May 18, 2011, he will resign as a director. Mr. Hirsch has served on the Company’s Board of Directors since December 2007. Prior to that, he served as a Belo Corp. director from August 1999 until the spin off of the Company from Belo Corp. in 2008. As a Class II director, his term was to expire on the date of the Company’s 2013 annual meeting of shareholders.

(d) On March 9, 2011, Louis E. Caldera was elected as a director of A. H. Belo Corporation. He will serve on each of the Company’s three standing committees — the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. A copy of the press release announcing his election is furnished herewith as Exhibit 99.1.

Mr. Caldera’s term will expire at the Company’s annual meeting of shareholders in May 2011, when he will be eligible for re-election by the shareholders. Consistent with the Company’s non-employee director compensation arrangements, Mr. Caldera will receive a prorated amount of the A. H. Belo directors’ annual $112,000 retainer package, or approximately $21,840 for the balance of the service year, one-half of which will be paid in cash, and the remainder in time-based restricted stock units. Mr. Caldera has no family relationship with any other director or executive officer of the Company and, other than his role as a both a former and current director, he has no other material relationship with the Company.

(e) On March 9, 2011, the Compensation Committee of the Company’s Board approved long-term incentive grants in the form of time-based restricted stock units (TBRSUs) to various participants in the Company’s 2008 Incentive Compensation Plan, as amended, including the following grants to the named executive officers of the Company:

NAME		TITLE		NUMBER OF TBRSUs
Robert W. Decherd		Chairman of the Board, President and Chief Executive Officer			115,979
James M. Moroney III		Executive Vice President and Publisher and Chief Executive Officer, The Dallas Morning News			61,211
Alison K. Engel		Senior Vice President/Chief Financial Officer and Treasurer			32,216
Daniel J. Blizzard		Senior Vice President and Secretary			16,108
John C. McKeon		President and General Manager, The Dallas Morning News			31,572

The terms and conditions of the vesting of the TBRSU awards are set forth in the form of award notice filed herewith as Exhibit 10.1 and incorporated herein by reference. These TBRSUs vest at the rate of 40% at the end of year one, and 30% at the end of each of years two and three. The Committee did not award any options or performance-based RSUs for 2011.

The Committee maintained 2011 base salaries for its named executive officers at 2010 levels. Executive officers will be eligible to receive cash incentive bonuses under the Company’s 2008 Incentive Compensation Plan based upon the Company’s 2011 financial performance, or in the case of Mr. McKeon, based upon the financial performance of The Dallas Morning News’ operating unit. Performance against the Company’s or The Dallas Morning News’ financial plan, as applicable, will be measured for consolidated or operating unit (i) revenue and (ii) earnings before interest, taxes, depreciation and amortization (EBITDA), and these financial performance measures will be weighted at 15% and 85%, respectively. Threshold and maximum revenue levels were set at 100% and 115% of the revenue target, and corresponding payout ranges for 2011 are set at 100%, 100% and 200% for threshold, target, and maximum revenue performance, respectively. Threshold and maximum EBITDA levels were set at 85% and 115%, respectively, of the EBITDA target, and corresponding payout ranges for 2011 are set at 10%, 100%, and 200% for threshold, target, and maximum EBITDA performance, respectively.

9.01. Financial Statements and Exhibits

(d) Exhibits.

	10.1			2008 A. H. Belo Incentive Compensation Plan Evidence of Grant (For Employees)
	99.1			Press Release Announcing Director Changes dated March 10, 2010

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.

EXHIBIT INDEX

	10.1			2008 A. H. Belo Incentive Compensation Plan Evidence of Grant (For Employees)
	99.1			Press Release Announcing Director Changes dated March 10, 2010

Exhibit 10.1

2008 A. H. BELO INCENTIVE COMPENSATION PLAN
EVIDENCE OF GRANT

Participant: Name

Date of Grant: Date Of Grant

Under the terms of the A. H. Belo 2008 Incentive Compensation Plan (the “Plan”), you have been granted the following grant(s). All grant(s) are effective on the Date of Grant set forth above and are subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference. Your long-term incentive grant(s) are described below.

1.		Stock Options
		Number of shares:		##,### shares of A. H. Belo Corporation Series B Common Stock
		Option exercise price:		$X.XX per share
		Vesting and exercise date:		##,### shares on and after Month/Day/Year (one year from grant date) ##,### shares on and after Month/Day/Year (2 years from grant date) ##,### shares on and after Month/Day/Year (3 years from grant date)
		Expiration date:		The options will expire on, and may not be exercised after, Month/Day/Year (ten years from grant date)
		Your right, if any, to exercise vested and unvested stock options upon your termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix A to this Evidence of Grant.
2.		Time-Based Restricted Stock Units (RSUs)
		Number of RSUs:		##,###
		Vesting:		##,### RSUs (40% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####
				##,### RSUs (30% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####
				##,### RSUs (30% of total grant) on the third trading day following the annual earnings release for the year ending ##,##,####

		Payment date:		40% within 10 business days following the vesting date for the year ending ##,##,####
				30% within 10 business days following the vesting date for the year ending ##,##,####
				30% within 10 business days following the vesting date for the year ending ##,##,####
		Form of payment:		60% in shares of A. H. Belo Corporation Series A Common Stock; 40% in cash
		Your right, if any, to payment with respect to your time-based RSUs upon termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix A to this Evidence of Grant.
3.		Performance-Related Restricted Stock Units (RSUs)
		Number of RSUs to be earned:		Target level of performance:
				Minimum level of performance:
				Below minimum level of performance: None Maximum level of performance:
		Performance Period:		January 1, [fiscal year following grant date] through December 31, [fiscal year following grant date]
		Performance Measures:		The same performance measures that are used for determining the amount of your [year of grant +1] bonus
		Vesting:		Earned RSUs vest as follows:
				33.3% on the annual earning release date for the year ending December 31, [one year following grant date]
				33.3% on the annual earning release date for the year ending December 31, [two years following grant date]
				33.3% on the annual earning release date for the year ending December 31, [three years following grant date]
		Payment Dates:		Within 10 business days after A. H. Belo’s annual earnings release for [year of grant +1], [year of grant +2] and [year of grant +3], respectively
		Form of payment:		60% in shares of A. H. Belo Corporation Series A Common Stock; 40% in cash
		Your right, if any, to payment with respect to your performance-related RSUs upon your termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix A to this Evidence of Grant.

4.		Section 409A Payment Rules
		Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix A, if the Company makes a good faith determination that a payment of your LTI (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guideline thereunder (“Section 409A”), (ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death. Furthermore, if your LTI is no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the LTI will be determined without regard to the occurrence of the Change in Control. Each payment of a portion of your LTI will be considered, and is hereby designated as, a separate payment for purposes of Section 409A.
		It is the Company’s intention that the LTI will either be exempt from, or will satisfy the requirements of, Section 409A, and this Evidence of Grant will be construed in a manner to give effect to such intention. Notwithstanding any other provision of this Evidence of Grant, the Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment.
5.		Change in Control
		In the event of a Change in Control as defined in the Plan, (i) all unvested stock options will vest and become exercisable immediately and (ii) all RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.

If you have questions concerning this grant, please contact Dan Blizzard at (214) 977-7246.

Appendix A
Page 1 of 2

A. H. Belo Corporation
Incentive Compensation Plan
Termination Guidelines for Stock Options and Restricted Stock Units
Revised 3-1-11

The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs). For purposes of these guidelines, a year of service will be determined in the same manner as a year of service under the A. H. Belo Savings Plan as amended from time to time.

Termination Reason
All Participants (Regardless of				Time-Based		Performance-Based
Retirement1 Eligibility)		Stock Options		RSU’s		RSUs
Discharge for Cause2		All options, unvested and vested, are forfeited immediately		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately
Death or Long-Term Disability3		Unvested options fully vest and remain exercisable for original term of option		Unvested RSUs fully vest and are paid as soon as practicable		RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable

Termination Reason
Participants Who Are Not				Time-Based		Performance-Based
Retirement1 Eligible		Stock Options		RSU’s		RSUs
Voluntary Resignation		All options, unvested and vested, are forfeited immediately		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately
Discharge Without Cause2 (Named Executive Officers and Publishers)		Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately
Discharge Without Cause2 (Participants with 10 or more years of service)		Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately
Discharge Without Cause2 (Participants with more than 5 but less than 10 years of service)		Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of option		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately

- - - Continued - - -

Appendix A
Page 2 of 2

A. H. Belo Corporation
Incentive Compensation Plan
Termination Guidelines for Stock Options and Restricted Stock Units
Revised 3-1-11

- - - Continued - - -

Termination Reason
Participants Who Are Not				Time-Based		Performance-Based
Retirement1 Eligible		Stock Options		RSU’s		RSUs
Discharge Without Cause2 (Participants with 5 or fewer years of service)		Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of option		Unvested RSUs are forfeited immediately		Unvested RSUs are forfeited immediately

Termination Reason
Retirement1 Eligible
Participants (Age 55+ and 3-Years				Time-Based		Performance-Based
Service)		Stock Options		RSU’s		RSUs
Voluntary Resignation		Unvested options vest immediately and remain exercisable for original term of option		Unvested RSUs fully vest and are paid as soon as practicable		RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable
Discharge Without Cause2		Unvested options vest immediately and remain exercisable for original term of option		Unvested RSUs fully vest and are paid as soon as practicable		RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable

Notwithstanding these termination guidelines, if you are an officer of A. H. Belo or one of its operating companies, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.

In the event of a Change in Control as defined in the Plan, all options and RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.

If you have any questions regarding these termination guidelines, please contact Dan Blizzard at (214) 977-7246.

Exhibit 99.1

		FOR IMMEDIATE RELEASE
		Thursday, March 10, 2011
		7:00 A.M. CST

A. H. Belo Corporation Announces Director Changes

     DALLAS — A. H. Belo Corporation (NYSE: AHC) today announced that Laurence E. Hirsch, a Class II Director since December 2007 and chairman of Eagle Materials, Inc. and Highlander Partners, L.P., will retire at the Company’s 2011 Annual Meeting on May 18. The Company also announced that Louis E. Caldera, vice president/Programs at the Jack Kent Cooke Foundation, has been elected a director by the Company’s Board of Directors and appointed to serve on each of the Board’s standing committees. Caldera will stand for re-election as a Class II Director at the Annual Meeting.

     Hirsch joined Belo Corp.’s Board of Directors in August 1999 and subsequently became a director of A. H. Belo Corporation when Belo Corp. spun off its newspapers in February 2008. Between 1985 and 2004, Hirsch served Centex Corporation in various roles, including 16 years as chief executive officer. He currently is chairman of the Center for European Policy Analysis, a director of the Federal Home Loan Mortgage Corporation (Freddie Mac), and a member of the Board of Advisors at the Johns Hopkins School for Advanced International Studies.

     Hirsch said, “It has been an honor to serve A. H. Belo, its shareholders, its employees, and the communities of Dallas, Providence and Riverside. I’m confident that A. H. Belo’s unwavering commitment to journalism and its strong balance sheet will enable the Company to address successfully the secular challenges facing all traditional media companies.”

     Robert W. Decherd, chairman, president and Chief Executive Officer of A. H. Belo Corporation, said, “Larry Hirsch’s exceptional business sense and foresight, together with his instinctive concern for our community, made him one of our Company’s most influential directors during a critical transitional period. We will miss Larry’s counsel.”

-more-

P. O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202

A. H. Belo Corporation Announces Director Changes
March 10, 2011
Page Two

     Caldera joined the Belo Corp. Board of Directors in 2001 and, like Hirsch, was an original director of A. H. Belo in 2008. He has more than 30 years of private and public sector experience. Caldera left the A. H. Belo Board in 2009 following his appointment by President Obama as assistant to the President and director of the White House Military Office. Prior to this appointment, Caldera served as a tenured professor at the University of New Mexico Law School and president of the University of New Mexico. A graduate of West Point and Harvard Law School, Caldera was Secretary of the Army in the Clinton administration. He is currently a member of the Council on Foreign Relations, and has served as a director of Southwest Airlines and on the boards of trustees of Claremont McKenna College and the National World War II Museum.

     Caldera said, “I’m very glad to re-join A. H. Belo’s Board and look forward to contributing to the Company’s progress as the economic recovery takes hold.”

     Decherd said, “The Company’s directors look forward to re-engaging Louis in the strategies and related initiatives that will determine the future shape of journalism in Dallas, Providence and Riverside. Louis’ experience on the Board during the 2000s enables him to make an immediate impact in these deliberations. ”

About A. H. Belo Corporation

     A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a distinguished newspaper publishing and local news and information company that owns and operates four daily newspapers and a diverse group of Web sites. A. H. Belo publishes The Dallas Morning News, Texas’ leading newspaper and winner of nine Pulitzer Prizes; The Providence Journal, the oldest continuously-published daily newspaper in the U.S. and winner of four Pulitzer Prizes; The Press-Enterprise (Riverside, CA), serving the Inland Southern California region and winner of one Pulitzer

-more-

P. O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202

A. H. Belo Corporation Announces Director Changes
March 10, 2011
Page Three

Prize; and the Denton Record-Chronicle. The Company publishes various niche publications targeting specific audiences, and its partnerships and/or investments include the Yahoo! Newspaper Consortium and Classified Ventures, owner of cars.com. A. H. Belo also owns and operates commercial printing, distribution and direct mail service businesses. Additional information is available at www.ahbelo.com or by contacting David A. Gross, vice president/Investor Relations and Strategic Analysis, at 214-977-4810.

Statements in this communication concerning A. H. Belo Corporation’s (the “Company’s”) business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, impairments, pension plan contributions, real estate sales, future financings, 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. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements.

Such risks, uncertainties and factors include, but are not limited to, changes in capital market conditions and prospects, and other factors such as changes in advertising demand and newsprint prices; newspaper circulation trends and other circulation matters, including changes in readership methods, patterns and demography, and audits and related actions by the Audit Bureau of Circulations; challenges implementing increased subscription pricing and new pricing structures; challenges in achieving expense reduction goals, and on schedule, and the resulting potential effects on operations; technological changes; development of Internet commerce; industry cycles; changes in pricing or other actions by existing and new competitors and suppliers; labor relations; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned ventures, and investments; pension plan matters; general economic conditions and changes in interest rates; significant armed conflict; and other factors beyond our control, as well as other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and other public disclosures and filings with the Securities and Exchange Commission.

P. O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202