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Form 8-K SPANISH BROADCASTING For: Jun 08

June 14, 2016 2:24 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 event reported): June 8, 2016

 

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-27823

 

13-3827791

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

7007 N.W. 77th Avenue, Miami, Florida

 

33166

(Address of principal executive offices)

 

(Zip Code)

(305) 441-6901

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

¨

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 240.14d2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

 

 

 

 

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On June 8, 2016, Spanish Broadcasting System, Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting"). The stockholders considered and voted on two proposals submitted for stockholder vote, which are described in detail in the Company's 2016 Proxy Statement. There were 4,166,991 shares of Class A common stock and 2,340,353 shares of Class B common stock entitled to vote at the meeting. Common stockholders are entitled to one vote for each share of Class A common stock and ten votes for each share of Class B common stock. The following is a brief description of the matters voted on at the Annual Meeting and the final results of such voting:

 

 

Proposal 1. Election of Directors

 

Common Stock Directors

 

The six Common Stock Directors were elected at the Annual Meeting to hold office until such time as their respective successors have been duly elected and qualified based upon the following votes:

 

Nominee Common Stock Directors

Votes For

Votes Against / Withheld

Raúl Alarcón

24,730,079

1,138,676

Joseph A. García

24,757,706

1,111,049

Manuel E. Machado

25,380,166

488,589

Jason L. Shrinsky

25,384,087

484,668

José A. Villamil

25,380,091

488,664

Mitchell A. Yelen

25,380,101

488,654

 

 

 

Preferred Stock Directors

 

Alan Miller and Gary Stone, the two directors elected by the holders of the Series B Preferred Stock at the 2014 annual meeting, were not subject to election at this year’s annual meeting and continue to serve as directors.

 

 

Proposal 2. Approve, on an advisory basis, executive compensation

 

An advisory vote was held regarding the compensation of our named executive officers as disclosed in the Company's 2016 Proxy Statement, the results of which are set forth below:

 

For

Against

Abstain

Broker Non-Votes

25,186,874

675,509

6,372

0

 

 

 

 


 

SIGNATURES

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.

 

 

SPANISH BROADCASTING SYSTEM, INC.
(Registrant)

 

 

 

June 14, 2016

By:

 

/s/ Joseph A. García

 

 

 

Joseph A. García

 

 

 

Chief Financial Officer, Chief Administrative Officer, Senior Executive Vice President and Secretary

 



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