DallasNews shareholders approve merger with Hearst Media West

Shareholders of DallasNews Corp (NASDAQ:DALN) approved a merger with Hearst Media West, LLC at a special meeting held Tuesday at the company’s Dallas headquarters, according to a statement filed with the Securities and Exchange Commission.

The merger agreement, first announced July 9, involves DallasNews becoming a wholly owned subsidiary of Hearst Media West through a merger with Destiny Merger Sub, Inc., a Hearst subsidiary. According to InvestingPro analysis, the $86.39M market cap company appears to be trading above its Fair Value, following a remarkable 170% price increase over the past six months. The approval required the affirmative vote of at least two-thirds of the voting power of all shares outstanding, as well as separate two-thirds majorities of both Series A and Series B common stock.

As of the August 14 record date, there were 4,739,025 shares of Series A common stock and 613,465 shares of Series B common stock eligible to vote. Series A shareholders had one vote per share, while Series B shareholders had ten votes per share.

At the meeting, shareholders approved the merger proposal with 9,712,645 votes in favor, 536,214 against, and 434 abstentions. For Series A shares, 3,650,025 voted for, 531,254 against, and 434 abstained. For Series B shares, 6,062,620 voted for, 4,960 against, and none abstained.

Shareholders also approved, on a non-binding advisory basis, the compensation that may be paid to named executive officers in connection with the merger. The advisory compensation proposal received 8,824,940 votes in favor, 1,224,423 against, and 199,930 abstentions.

A third proposal, to adjourn the meeting if necessary to solicit additional proxies, was not called for a vote because the merger proposal had already passed.

All information is based on a statement released by DallasNews Corp in a filing with the Securities and Exchange Commission. InvestingPro subscribers can access 12 additional key insights about DallasNews Corp, including detailed financial health metrics, which currently show a FAIR overall rating. Get access to the comprehensive Pro Research Report, available for this and 1,400+ other US stocks, transforming complex Wall Street data into actionable investment intelligence.

In other recent news, DallasNews Corporation has been at the center of acquisition talks with Hearst. The company’s board of directors has rejected a revised $20 per share proposal from MNG Enterprises, opting instead to support Hearst’s existing $16.50 per share all-cash offer. This decision came after careful consultation with legal and financial advisors, deeming MNG’s proposal not superior. Hearst’s increased offer of $16.50 per share represents a significant 276% premium over the $4.39 closing price of DallasNews’ Series A Common Stock on July 9, 2025. The DallasNews board has unanimously recommended shareholders vote in favor of this transaction. Institutional Shareholder Services and Glass, Lewis & Co., both leading independent proxy advisory firms, have also endorsed the merger at $15.00 per share, citing its substantial premium. DallasNews has already filed a definitive proxy statement for the merger, which offers shareholders $15 per share in cash.

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