8-K

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 18, 2024

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-33741

Texas	38-3765318
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
P. O. Box 224866, Dallas, Texas 75222-4866	(214) 977-8869
(Address of principal executive offices, including zip code)	(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Common Stock, $0.01 par value	DALN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
‎

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On March 18, 2024, the Board of Directors (the “Board”) of DallasNews Corporation (the “Company”) appointed Cathy Collins as the Company’s Chief Financial Officer, in accordance with the Company’s succession plan. In this role, Ms. Collins will serve as the Company’s principal financial officer. Ms. Collins succeeds Mary Kathryn Murray, who has served as the Company’s Chief Financial Officer since April 2015. Ms. Murray will continue to serve as President of the Company and Ms. Collins will continue to report to Ms. Murray.

Ms. Collins, 55, has served as the Company’s Vice President, Finance since August 2021, its Senior Director, Finance from June 2019 to August 2021 and its Director, Financial Planning and Analysis from April 2018 to June 2019. Ms. Collins is a certified public accountant with over 25 years of experience in finance and accounting, including over 15 years of experience in the news media industry. Ms. Collins earned her Bachelor of Science degree from the University of North Texas.

There are no arrangements or understandings between Ms. Collins and any other person pursuant to which Ms. Collins was named Chief Financial Officer of the Company. Ms. Collins does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to become a director or executive officer. Ms. Collins does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

In connection with her appointment, the Compensation and Management Development Committee of the Board increased Ms. Collins’ annual base salary to $285,000, effective as of March 18, 2024. Ms. Collins’ target bonus for the 2024 performance period is $30,000, payable pursuant to the DallasNews Corporation Discretionary Cash Bonus Policy based on achievement of Company financial performance goals and individual objectives established by the Compensation and Management Development Committee. The Compensation and Management Development Committee also granted to Ms. Collins a long-term cash incentive award in the amount of $30,000, which will vest 50% on December 31, 2024 and 50% on December 31, 2025, provided that Ms. Collins is employed by the Company on the applicable vesting date.

Appointment of Principal Accounting Officer

On March 18, 2024, the Board appointed Gary Cobleigh as the Company’s principal accounting officer, succeeding Ms. Murray. Mr. Cobleigh, 55, has served as the Company’s Vice President & Controller of Corporate Accounting since August 2021 and its Director of Accounting from September 2015 to August 2021. Mr. Cobleigh has over 30 years of experience in finance and accounting, including over 20 years of experience in the news media industry. Mr. Cobleigh earned his Bachelor of Science and his Master of Business Administration degrees from the University of North Texas.

There are no arrangements or understandings between Mr. Cobleigh and any other person pursuant to which Mr. Cobleigh was named principal accounting officer of the Company. Mr. Cobleigh does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to become a director or executive officer. Mr. Cobleigh does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Cobleigh’s annual base salary was set at $275,636, effective as of March 18, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by DallasNews Corporation on March 18, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 18, 2024	DALLASNEWS CORPORATION
	By:	/s/ Katy Murray
		Katy Murray
		President

EX-99.1

Exhibit 99.1

DallasNewsCorporationAnnouncesPromotion of Cathy Collins to Chief Financial Officer

DALLAS–  DallasNews Corporation (Nasdaq:  DALN)  announced today that Cathy Collins had been promoted to Chief Financial Officer effective March 18, 2024, reporting to Katy Murray, President of DallasNews Corporation.Over the last six years, Cathy has served in multiple progressive finance leadership roles.  Prior to joining the Company, Cathy worked for 16 years with ALM Media as Controller for seven years and regional publisher for nine years.

Katy Murrayshared the following:  “In this role, Cathy will assume direct responsibilityfrom me for the finance, accounting, tax and internal audit teams.  Over the last six years, Cathy has strengthened not only her public accounting capabilities, but her financial planning and financial analysis competencies. I am confident that her transition into this role will be smooth, and I am very excited that she will be joining the Company’s management committee.”

When asked about her promotion,  Collins said, “I am deeply honored to step into the role of Chief Financial Officer at DallasNews Corporation. I am eager to contribute to its continued success and growth. I look forward to working closely with the management committee and our talented teams to drive financial excellence and support our Company's strategic priority of being a sustainably profitable media and marketing  Company.”

AboutDallasNewsCorporation

DallasNews Corporation is the Dallas-based holding company ofThe Dallas Morning Newsand Medium Giant.TheDallasMorningNewsis Texas’ leading daily newspaper with an excellent journalistic reputation, intense regional focus and close community ties. With offices in Dallas and Tulsa, Medium Giant is a full-service advertising agency dedicated to designing, creating and delivering stories that drive customers to act. For additional information, visitdallasnewscorporation.comor emailinvest@dallasnews.com. 

Statements in this communication concerning DallasNews Corporation’s (the “Company”) business outlook or future economic performance, revenues, expenses, cash balance, investments,business initiatives, working capital,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.

XML

Document and Entity Information	Mar. 18, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Mar. 18, 2024
Entity Registrant Name	DallasNews CORPORATION
Entity File Number	1-33741
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	38-3765318
Entity Address, Address Line One	P. O. Box 224866
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75222-4866
City Area Code	214
Local Phone Number	977-8869
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Title of 12(b) Security	Series A Common Stock, $0.01 par value
Trading Symbol	DALN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001413898
Amendment Flag	false