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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): February 28, 2006
BELO CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-8598
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75-0135890 |
(State or other
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(Commission File Number)
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(I.R.S. Employer |
jurisdiction of incorporation)
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Identification No.) |
P.O. Box 655237, Dallas, Texas 75265-5237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 977-6606
None.
(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 Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Restricted Stock Units. On February 28, 2006, the Compensation Committee (the “Committee”) of the
Board of Directors of the Company (the “Company”) granted time-based (employment-related)
restricted stock unit (“RSU”) awards under the shareholder-approved Belo 2004 Executive
Compensation Plan (“Plan”) for 2005 to the following executive officers in the amounts indicated
below:
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| Name |
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Title |
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RSUs |
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Robert W. Decherd
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Chairman of the Board, President
and Chief Executive Officer
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59,500 |
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John L. (Jack) Sander
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Vice Chairman
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48,700 |
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Dunia A. Shive
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President/Media Operations
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25,000 |
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James M. Moroney III
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Publisher and Chief Executive
Officer, The Dallas Morning News
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13,900 |
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Dennis A. Williamson
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Executive Vice President/Chief
Financial Officer
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13,100 |
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Jack Sander, Vice Chairman, is scheduled to retire in 2006, and was accordingly awarded additional
time-based RSUs in lieu of target-level grants of performance-related RSUs. A form of Belo 2004
Executive Compensation Plan Award Notification for senior executive time-based RSU awards is
attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein. Also attached
hereto, as Exhibit 10.2 to this Form 8-K and incorporated by
reference herein, is the form of Belo
2004 Executive Compensation Plan Award Notification for employee awards that will be used for Plan
participants, including executive officers, in respect of stock option, time-based RSU, and
performance-related RSU grants to be made during the Committee’s meeting that typically is in late
November or early December of each year.
Annual Performance Bonus. On February 28, 2006, the Committee approved the following annual cash
performance bonuses under the Plan for 2005 to the following executive officers in the amounts
indicated below:
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| Name |
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Bonus |
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Robert W. Decherd
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$ |
475,000 |
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John L. (Jack) Sander
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$ |
250,000 |
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Dunia A. Shive
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$ |
200,000 |
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Dennis A. Williamson
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$ |
150,000 |
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James M. Moroney III
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$ |
98,000 |
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On February 28, 2006, the Compensation Committee established that consolidated net income will be
the measure of performance for senior executives for purposes of determining performance bonus
amounts for 2006 under the Plan.
Item 9.01. Financial Statements and Exhibits.
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| (c) |
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Exhibits.
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10.1
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Form of Belo 2004 Executive Compensation Plan Award Notification for Senior Executive Time-Based Restricted Stock Unit Awards |
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10.2
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Form of Belo 2004 Executive Compensation Plan Award Notification for Employee Awards |
SIGNATURE
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: March 2, 2006
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BELO CORP.
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By: |
/s/ Russell F. Coleman
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Russell F. Coleman |
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Vice President/General Counsel |
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INDEX TO EXHIBITS
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Exhibit No.
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Description |
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10.1
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Form of Belo 2004 Executive Compensation Plan Award
Notification for Senior Executive Time-Based Restricted Stock
Unit Awards |
10.2
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Form of Belo 2004 Executive Compensation Plan Award
Notification for Employee Awards |