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.
Exhibit Number Description
99.1 DallasNews Corporation Press Release dated September 22,
2021
99.2 DallasNews Corporation Press Release dated September 22,
2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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