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Form 8-K SINCLAIR BROADCAST GROUP For: Jun 02

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June 6, 2016 3:54 PM EDT

 
 
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
 
Commission File Number 000-26076
event reported) June 2, 2016
 
 
 
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
 
Maryland
 
52-1494660
(State of organization)
 
(I.R.S. Employer Identification Number)
 
10706 Beaver Dam Road
Hunt Valley, MD  21030
(Address of principal executive offices and zip code)
 
(410) 568-1500
(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:
 
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))
 
 
 



 
SINCLAIR BROADCAST GROUP, INC.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The annual meeting of shareholders of Sinclair Broadcast Group, Inc. (the “Company”) was held on June 2, 2016.  At the meeting, five items, as set forth in the Proxy Statement, were submitted to the shareholders for a vote.
 
Proposal 1: Election of Directors
 
In response to Proposal 1, the shareholders elected all persons nominated for directors as set forth in the Proxy Statement, for a term expiring at the next annual shareholders meeting in 2017 or until their respective successors have been elected and qualified.  The table below sets forth the results of the voting for nominated directors:
 
Election of Directors
 
For
 
Against or
Withheld
 
Broker Non-Votes
 
David D. Smith
 
290,179,928

 
13,343,453

 
9,227,100

 
Frederick G. Smith
 
290,176,722

 
15,346,659

 
9,227,100

 
J. Duncan Smith
 
290,176,621

 
15,346,760

 
9,227,100

 
Robert E. Smith
 
290,177,427

 
15,345,954

 
9,227,100

 
Howard E. Friedman
 
302,957,196

 
2,566,185

 
9,227,100

 
Daniel C. Keith
 
302,144,984

 
3,378,397

 
9,227,100

 
Martin R. Leader
 
289,277,723

 
16,245,658

 
9,227,100

 
Lawrence E. McCanna
 
303,079,348

 
2,444,033

 
9,227,100

 
 
Proposal 2: Ratification of Independent Registered Public Accounting Firm
 
In response to Proposal 2, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016.  The table below sets forth the results of the voting for the ratification of PricewaterhouseCoopers LLP:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
314,100,841

 
621,918

 
27,722

 
—

 
 

Proposal 3: Amendment to the 1998 Employee Stock Purchase Plan
 
In response to Proposal 3, the shareholders approved the Amendment to the 1998 Employee Stock Purchase Plan.  The table below sets forth the results of the voting for the approval of the Amendment to the 1998 Employee Stock Purchase Plan:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
304,605,416

 
833,710

 
84,255

 
9,227,100

 
 




Proposal 4: Amendment to the Company's Charter
 
In response to Proposal 4, the shareholders approved the Amendment to the Company's Charter.  The table below sets forth the results of the voting for the approval of the Amendment to the Company's Charter:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
296,813,032

 
17,527,914

 
409,535

 
9,227,100

 
 
Proposal 5: Shareholder Proposal Relating to Sustainability Reporting
 
In response to Proposal 5, the shareholders voted against the Shareholder Proposal Relating to Sustainability Reporting.  The table below sets forth the results of the voting against the Shareholder Proposal Relating to Sustainability Reporting:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
22,917,303

 
275,616,144

 
6,989,934

 
9,227,100

 



 
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 hereunto duly authorized.
 
 
SINCLAIR BROADCAST GROUP, INC.
 
 
 
 
 
By:
/s/ David R. Bochenek
 
Name:
David R. Bochenek
 
Title:
Senior Vice President / Chief Accounting Officer
 
 
Dated: June 6, 2016
 
 





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