The approval and adoption of each matter to be presented to the shareholders is independent of the approval and adoption of each other matter to be presented to the shareholders.

Only shareholders of record at the close of business on May 9, 2016April 28, 2017 are entitled to notice of and to vote at the meeting.

Shareholders of record holding voting securities at the close of business on May 9, 2016April 28, 2017 are entitled to vote at the Meeting in person or by proxy. We recommend that shareholders vote their shares by proxy.

Procedures for voting shares by proxy vary depending on whether you are a registered shareholder (meaning your name appears as a shareholder in our register of members) or a beneficial owner who holds shares through a broker, bank or other nominee. Registered shareholders may vote their shares by proxy by completing and returning the proxy card accompanying this proxy statement. Beneficial owners should follow the instructions of their broker, bank or other nominee to vote their shares by proxy. The shares represented by proxies will be voted at the Meeting in accordance with the directions given therein. If you are a registered shareholder and return a proxy card signed but without instructions for voting, the shares will be voted on the proposals as recommended by the Board of Directors. If you are a beneficial owner and do not provide your bank, broker or other nominee with instructions for voting, your broker, bank or other nominee may only vote on proposals for which they have discretionary voting power. This may result in a broker "non-vote" on a proposal. The impact of broker "non-votes" is explained in further detail under "Meeting Quorum" below and in the description of each proposal.

For shareholders who wish to vote their shares in person at the Meeting, procedures for voting at the Meeting differ depending on whether you are a registered shareholder or beneficial owner. Please carefully review "General Matters - Voting at the Meeting" for additional information.

The presence, in person or by proxy, or in the case of a corporation, by its authorized representative, of shareholders entitled to cast at least a majority of the total number of votes entitled to be cast at the Meeting constitutes a quorum. Abstentions and broker “non-votes” are included in the determination of the number of shares present at the Meeting for quorum purposes, but abstentions and broker “non-votes” are not counted in the tabulations of the votes cast on proposals presented to shareholders. Tabulations will be performed by an inspector of elections appointed by the Company.

Shareholders of record of our Class A Common Stock, par value US$ 0.08 per share, shall be entitled to one vote for each share then held. At the close of business on May 9, 2016April 28, 2017 there were issued and outstanding 137,661,067144,426,566 shares of Class A Common Stock. The shareholder of record of our Series A Convertible Preferred Stock, par value US$ 0.08 per share, shall be entitled to one vote for each of the 11,211,449 shares of Class A Common Stock into which it is convertible. At the close of business on May 9, 2016,April 28, 2017, one share of our Series A Convertible Preferred Stock was issued and outstanding. At the close of business on May 9, 2016,April 28, 2017, no shares of our Class B Common Stock were issued and outstanding.

The date on which this proxy statement and the accompanying proxy card will first be sent to shareholders is on or about May 17, 2016.10, 2017.

Our registered office is located at O’Hara House, 3 Bermudiana Road, Hamilton, HM 08 Bermuda. A subsidiary of the Company maintains offices at Křižíženeckého náměstí 1078/5, 152 00 Prague 5, Czech Republic.

Ten directors are to be electedbeing nominated for election at the 20162017 Annual General Meeting to serve until our next annual general meeting of shareholders. The ten nominees are listed below together with brief biographies. While Charles Frank is currently serving as a director, he will not be standing for re-election in 2017 in accordance with the Company’s Corporate Governance Guidelines adopted in 2016, which generally provide that a director is not eligible for nomination to the Board after reaching the age of 75. All nominees are incumbents.incumbents with the exception of Hans-Holger Albrecht, whom the Board is recommending to fill the directorship vacated by Mr. Frank. The Board of Directors has affirmatively determined that six of the current directorsnominees qualify as independent under the NASDAQ Marketplace Rules: Hans-Holger Albrecht, John Billock, Charles Frank, Alfred Langer, Bruce Maggin, Parm Sandhu and Kelli Turner. At this time the Board of Directors knows of no reason why any nominee might be unable to serve as a director.

There is no arrangement or understanding between any director and any other person pursuant to which such person was selected as a director other than (i) Paul T. Cappuccio, who was nominated by Time Warner Inc. pursuant to the terms of an investor rights agreement dated as of May 18, 2009, as amended, among the Company, Time Warner Media Holdings B.V. and certain other parties and (ii) Iris Knobloch, Douglas Shapiro and Gerhard Zeiler, who were also nominated by Time Warner Inc. pursuant to the terms of a framework agreement dated as of February 28, 2014, among the Company, Time Warner Inc. and Time Warner Media Holdings B.V.

The election of the Board of Directors requires a majority of the votes cast, in person or by proxy or authorized representative, at the Meeting, provided that a quorum is present. Abstentions and broker non-votes will be included in determining the presence of a quorum, but are not counted as votes cast for this proposal.

We abide by the corporate governance principles set out in the Corporate Governance Guidelines and outlined below to ensure that the Board of Directors is independent from management, that the Board of Directors adequately performs its function as the overseer of management and that the interests of the Board of Directors and management are aligned with those of shareholders.

The Corporate Governance Guidelines, adopted in 2016, assist the Board in the exercise of its responsibilities and executive officers complete questionnaires that are used to establishserve as general framework within which the Board operates, including in respect of Board composition and qualifications, director independence, of independent directors as well as of the members of the Audit Committeestanding committees and the Compensation Committee, to confirm the qualificationsterm and retirement of the members ofDirectors. Our Corporate Governance Guidelines are available on our Audit Committee and to disclose any transaction with us or our subsidiaries in which a director or executive officer (or any member of his or her immediate family) has a direct or indirect material interest.website at www.cme.net.

The NASDAQ Marketplace Rules require that a majority of the directors be “independent directors”. For a director to be considered independent, the Board must determine that the director (and in some cases, members of a director’s immediate family) has no material relationship with us or our subsidiaries and that the director is free of any other relationship, whether with us or otherwise, that would interfere with his or her exercise of independent judgment. Following

On an evaluationannual basis, the Corporate Governance/Nominating Committee reviews all material relationships any Director nominee and any director who is serving a term currently may have with the Company. Directors complete questionnaires that are used to establish the independence of factors specificindependent directors as well as of the members of the Audit Committee and the Compensation Committee, to each director,confirm the Board has affirmatively determined that sixqualifications of the members of our ten directors have no materialAudit Committee and to disclose any transaction with us or our subsidiaries in which a director or executive officer (or any member of his or her immediate family) has a direct or indirect relationship with us and qualify as independent directors pursuant to the corporate governance standards of NASDAQ. The independent directors are John Billock, Charles Frank, Alfred Langer, Bruce Maggin, Parm Sandhu and Kelli Turner.

Our independent directors meet in regularly scheduled executive sessions. The non-executive Chairman presides over the meetings of the independent directors. During 2015,2016, the independent directors held threefive such meetings.

The Company also has a Code of Conduct for Non-Employee Directors, which assists the Company’s non-employee directors in fulfilling their fiduciary and other duties to the Company. In addition to affirming the directors’ obligations to act ethically and honestly, the code also addresses conflicts of interest, compliance with applicable laws and confidentiality.

Information submitted to the Corporate Governance/Nominating Committee must include the name, address and relationship to the Company of the proposed nominee and the proposing shareholder, and such information with respect to the nominee as would be required under the rules and regulations of the SEC to be included in our proxy statement if such proposed nominee were to be included therein. The shareholder shall include a statement to the effect that the proposed nominee has no direct or indirect business conflict of interest with us and otherwise meets our published criteria for consideration as a nominee for director. To be considered for inclusion in our proxy statement for an Annual General Meeting, our Bye-Laws and the Corporate Governance/Nominating Committee charter stipulates that proposals must be received by us at least 120 calendar days prior to the anniversary date of our proxy statement for the prior year’s Annual General Meeting and include all required information. In the case of the 20172018 Annual General Meeting, this deadline is January 10,December 29, 2017.

The Corporate Governance/Nominating Committee charter provides a process by which shareholders may communicate with the Company or the Board of Directors. Shareholders may submit such communications in writing to the Chairman of the Corporate Governance/Nominating Committee in the care of the Company Secretary, CME Media Services Limited, Křižíženeckého náměstí 1078/5, 152 00 Prague 5, Czech Republic. The Company Secretary shall determine, in his discretion, considering the identity of the submitting shareholder and the materiality and appropriateness of the communication, whether, and to whom within the Company, to forward the communication. TheOur Bye-Laws and the Corporate Governance/Nominating Committee charter stipulates that proposals for inclusion in our Annual General Meeting proxy statement must be in writing (including the form of proposal to be included in the Company’s proxy statement and a brief description as to why the passing of the proposal is beneficial to the Company) and received at least 120 days prior to the anniversary date of our proxy statement for the prior year’s Annual General Meeting in order for the Company to consider including such proposal in its proxy statement. In the case of the 20172018 Annual General Meeting, this deadline is January 10,December 29, 2017.

The Board of Directors currently consists of ten members. During the year ended December 31, 2015,2016, the Board of Directors met, or acted by unanimous consent, on sevensix occasions. In 2015,2016, all incumbent members of the Board of Directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of the Board of Directors on which they served during the periods that they served.

We are incorporated in Bermuda and have held our annual general meetings in Bermuda since incorporation. Senior members of management have been present by teleconference at each annual general meeting to answer any questions posed by shareholders. Historically, shareholders have not attended annual general meetings in person, which we attribute to our policy of regular and detailed communication with our shareholders and investors through regular meetings with management, quarterly earnings calls, investor conferences and other investor relations activities. In view of the fact that shareholders have not historically attended annual general meetings, we have not adopted a specific policy regarding the attendance of directors at the annual general meeting. Attendance is left to the discretion of individual directors. One director wasFour directors were present at the 20152016 Annual General Meeting.

Our executive compensation policiesprograms are established, reviewed or approved by the Compensation Committee. Compensation for this purpose means all forms of remuneration, including salaries, bonuses, annual and long-term incentive compensation, equity-based compensation, benefits, perquisites and severance pay or payments made on a change of control. The responsibilities of the Compensation Committee include (i) reviewing and determining the compensation of the principal executive officers; (ii) in consultation with the principal executive officers, reviewing and determining the compensation of the named executive officers listed in the Summary Compensation Table and reviewing the compensation of other senior executives who report to the principal executive officers; (iii) reviewing annually the performance of the principal executive officers; (iv) reviewing and making recommendations to the Board of Directors in respect of non-employee director compensation; and (v) administering the Company's stock incentive plan, including granting equity compensation and setting the terms thereof pursuant to the stock incentive plan. Additional information on compensation policies and consideration of executive compensation is included in the Compensation Discussion and Analysis section below.

Since April 2014, Mr. John Billock has served as non-executive Chairman. The Chairman is appointed annually following the annual general meeting by at least a majority vote of the remaining directors. The role of the Chairman is to preside over meetings of the Board as well as meetings of the independent directors. The Chairman also provides advice to management. Since September 2013, the Company has had two co-Chief Executive Officers, Michael Del Nin and Christoph Mainusch, who are not members of the Board. Mr. Del Nin oversees corporate matters and Mr. Mainusch focuses primarily on operations. We believe that this is the most appropriate Board structure for the Company. Mr. Billock, with his extensive prior media and executive experience, leads the Board in providing broad oversight of our overall strategy and the development of the Company, and Mr. Del Nin and Mr. Mainusch, our co-CEOs,co-Chief Executive Officers, utilizing their extensive management and operational experience in overseeing the Company’s day-to-day operations, are dedicated to achieving the business objectives of the Company in terms of operating and financial performance.

The Company has created a robust framework to effectively identify, assess, and manage risk. Senior management has primary responsibility for the daily management of risks, while the Board provides regular oversight, both as a whole and through its committees. The Audit Committee is responsible for an annual review of a risk register prepared by senior management. The Company’s risk register identifies and evaluates the key strategic, operating, financial and compliance risks that the Company faces and proposes ways in which to effectively manage such risks in the short- and long-term. In addition, our co-CEOsco-Chief Executive Officers consult regularly with directors regarding strategic and operational risks. Generally, the Board holds four regularly scheduled meetings per year at which Directors receive a presentation regarding the business as well as relevant strategies, challenges, risks and opportunities for the Company. Senior management is in attendance at quarterly Board meetings and is available for discussions with the Board regarding risk management and any other concerns. Finally, through the authority delegated by the Board, the Corporate Governance/Nominating Committee, Compensation Committee and Audit Committee are tasked with oversight of governance, related party, compensation and treasury or finance risks, respectively. Committees report to the full Board quarterly.

Set forth below is certain information describing our current executive officers, all of whom are Named Executive Officers (as defined below). The termterms of office of such officers unless otherwise set forth in an employment agreement, isare at the discretion of the Board of Directors and/or the co-Chief Executive Officers.

This Compensation Discussion and Analysis provides information about the Company’s compensation programs and policies for our Named Executive Officers. In 2015,2016, our Named Executive Officers were the co-Chief Executive Officers, the Chief Financial Officer and the General Counsel.

We believe the total compensation of our Named Executive Officers as well as other members of management and employees should support the following objectives:

The Company’s overall results in 2016 demonstrated the significant progress the Company remained market leaders during 2015has made in terms ofexecuting its strategy and positioning the Company for continued growth in 2017 and beyond. The Company maintained its audience share leadership and television advertising market shares in all2016 by leveraging its competitive advantages and making targeted investments in local programming in certain markets. Building on the momentum of the countriesprior years, we took advantage of overall growth in which it operates. These audience shares give the Company a strong advantage over its competition in terms of monetizing its audiences throughour television advertising markets, our successful efforts to increase carriage fees and our focus on its platforms. In addition, completingkeeping overall costs broadly flat to achieve further improvements in the divestitureprofitability of all remaining non-core assets during 2015 allowsour operations and free cash flow generation. As a result, the Company to continue to focus its efforts on its broadcast assets. Key elements of this areCompany’s net leverage (as determined under the production of local content, keeping its television stationsReimbursement Agreement (defined below)) was less than 7.0 times at the forefrontend of trends2016, down from 11.0 times at the start of 2015. The Company expects that its net leverage ratio will decrease further with sustained improvement in media consumption and making them market leaders in their respective countries.OIBDA as well as from applying cash generated by the business to reduce overall debt.

Consolidated net revenues increased 6%5% at constant exchange rates in 20152016 compared to 2014.2015 due to an increase in both television advertising revenues and carriage fee and subscription revenues. Television advertising spending in the Company’s markets grew 6% in 2015 compared to 2014. Television advertising revenues grewan estimated 6% at constant rates in 2016 compared to 2015. Consolidated television advertising revenues grew 5% at actual and constant rates due primarily to improvement in four of the Company’s markets, including in our largest markets the Czech Republic, Romania and the Company’s market share increased in three countries, most notably in its largest market, the CzechSlovak Republic. Carriage fees and subscription revenues also increased 9%. However, since the dollar was significantly stronger against the currencies of the Company’s operations during 2015 than it was in 2014, the impact of foreign exchange rates more than offset the underlying improvement in revenues, resulting in a decrease in consolidated net revenues of 11%8% at actual rates compared to 2014.and 9% at constant rates.

The Company significantly reduced its cost of borrowing and made improvements toimproved its capital structure and the maturity profile of its senior debt through the financing transactions entered intocompleted in 20152016 and early 2016. In November 2015, the Company drew its EUR 235.3 million (approximately US$ 267.9 million) term loan, guaranteed by Time Warner, in order to repay the Company’s senior convertible notes at maturity on November 15, 2015. This term loan matures in 2019.2017.

The Company’s results in 2016 reflect significant progress in executing its strategy and position the Company for continued growth and higher profitability of its operations in the future. Going forward, the Company remains focused on long-term value creation primarily by enhancing the performance of its broadcastbroadcasting assets, in each country over the short and medium-term, which is expected to continue to improve operating margins and free cash flow generation. The main elementsKey aspects of that strategy are:include:

The Company expects to keep its broadcasting operations at the forefront of trends in media consumption in their markets and to maintain their leadership positions there. As market leaders with experienced management teams in each country, the Company is uniquelywell positioned to identify new challenges in a timely manner and adjust its strategy as new opportunities or competitive threats arise.

Our executive compensation programs, covering Named Executive Officers and other members of senior management, consistconsists principally of base salary, an annual non-equity incentive award and long-term equity incentives, as set out below.

Salary levels for each of our Named Executive Officers are approved by the Compensation Committee and set out in their employment agreements. Employment agreements are customary for all employees in the countries in which we operate. Key considerations in establishing base salary levels and any increases include the overall level of responsibility of a given Named Executive Officer; the importance of the role; the experience, expertise and specific performance of the individual; the general financial performance of the Company; the general economic environment, and in the case of the co-Chief Executive Officers, compensation levels of similarly positioned executives at peer group companies. The Compensation Committee reviews these salary levels each year to determine whether any adjustment is appropriate.

Targets for the co-CEOsco-Chief Executive Officers are set by the Compensation Committee, and targets for the remaining Named Executive Officers are set by the co-CEOsco-Chief Executive Officers and recommended to the Compensation Committee for approval. In setting targets, the Compensation Committee’s approach is intended to have the Named Executive Officers be accountable for both the overall performance of the business and individual areas of responsibility in respect of key strategic or operational goals of the Company. Taking into consideration the Company’s capital structure and deleveraging strategy, the Compensation Committee believes that OIBDA and unlevered free cash flow are key financial metrics for measuring management’s performance. Theyperformance as they are among the key measures the Company uses to evaluate its performance on a Company-wide basis. Unlevered free cash flow is measured as free cash flow before the payment of interest or commitment and guarantee fees on the Company’s senior debt. Because the Company has had the ability to pay a substantial portion of interest and fees under its senior debt in kind, measuring free cash flow before the payment of interest or fees eliminates any effect of electing to pay amounts in cash or in kind from the achievement of performance targets.

The target non-equity incentive plan award Named Executive Officers are eligible to earn is equal to 100% of base salary. In addition, Named Executive Officers have the opportunity to earn up to 200% of base salary for exceeding target levels.levels within a specified range. They are not entitled to earn any non-equity incentive compensation if specified threshold levels are not achieved. The target, maximum and threshold levels for 20152016 are set out in “2015“2016 Compensation Decisions - Annual Non-equity Incentive Plan Targets” below.

Each year the Compensation Committee reviews and has approved annual grants of equity incentive awards to the Named Executive Officers as well as other senior employees, including time-based restricted stock units, performance-based restricted stock units and options. Long-term equity incentives are an important element of the Company’s compensation programs. Assuming general economic conditions in the countries in which the Company operates remain stable or continue to improve, long-term incentivesThey are the most effective way to link the interests of management and shareholders, and to incentivize management to strive for continued shareholder value creation. During the long recessionary period in our markets following the onset of the global financial crisis in 2009, theThe Compensation Committee generallyhas used time-based restricted stock units, which expose recipients to downside price risk, as the principal long-term incentive award. Following the Company’s successful financial turnaround over the last two yearsin 2014 and 2015 and the recovery that has been occurring in our markets, the Compensation Committee has changed the mix of long-term equity incentives to Named Executive Officers to include performance-based restricted stock units under the 2015 LTIP as well as options, as described below and under “2015“2016 Compensation Decisions - 2015 LTIP” and “- Long-TermLong-term Equity Incentive Awards”.

Because the awards of performance-based restricted stock units and options in 2015 were one-time grants made in connection with the Compensation Committee has begun incorporating options into2015 LTIP, they have been pro-rated over their four-year periods in the graphs above, which provides a more representative illustration of how these equity-based awards are regarded when annual grants of long-term equity incentives which the Compensation Committee believes is a useful tool for incentivizing and rewarding Named Executive Officers for achieving improved share price performance.are under consideration.

The Compensation Committee did notapproved increases of between 3% and 6% in the base salary of Named Executive Officers with effect from January 1, 2016. During 2016 the Compensation Committee also agreed to adjust the base salary of any Namedthe co-Chief Executive Officers in 2015. The Compensation Committee did award base salary increases to Named Executive Officersreflect a reallocation of between 3% and 6%an amount previously paid as other compensation, with effect from January 1, 2016.2017.

On averageAfter giving effect to the proration of the one-time awards made in 2015, base salaries on average accounted for 20%26% of the total direct compensation of our Named Executive Officers in 2015.2016. (Total direct compensation consists of base salary, non-equity incentive plan awards and annual equity incentive awardsincentives based on the grant value.)

The Compensation Committee measured the achievement of financial targets against the results delivered by the Company in respect of such targets for 2015,2016, translated where appropriate at exchange rates used in the Company’s 2015 budget. In2016 budget in order to exclude the impact of exchange rate movements on internal performance targets. We use this approach because we believe that incentive targets should measure the OIBDAunderlying results of the business and cash flow targets and actuals are translated at budgeted exchange rates.management should be encouraged to make decisions that drive long-term value creation rather than to address short-term currency fluctuations or short-term non-recurring items. The Compensation Committee measures the achievement of individual performance targets against actual performance of the business or based on the Board-level assessments of the co-Chief Executive Officers and self-assessments by the other Named Executive Officer that are reviewed by the co-CEOs,co-Chief Executive Officers, who make recommendations to the Compensation Committee.

The Chief Financial Officer earned a non-equity incentive plan award for 20152016 of US$ 1.0 million. The Company achieved the Consolidated Actual OIBDA and Actual DirectUnlevered Free Cash Flow set out above, which exceeded the upper end of the range for earning a non-equity incentive plan award. The Compensation Committee determined that the individual performance targets had been achieved, which included successful oversight of the Company’s financial reporting obligations and audit processes, contributing to the Company’s successful refinancing efforts, and continuing the implementation of improvements to the financial systems for better budgeting and planning performance.

The General Counsel earned a non-equity incentive plan award for 20152016 of US$ 1.0 million. The Company achieved the Consolidated Actual OIBDA and Actual DirectUnlevered Free Cash Flow set out above, which exceeded the upper end of the range for earning a non-equity incentive plan award. The Compensation Committee also determined that the individual performance targets had been achieved, which included providing effective advice to the co-Chief Executive Officers, the Board and its committees on a number of significant legal issues and strategic initiatives for the Company, successfully managing the negotiation and completion of a series of refinancing transactions, providing advice and assistance with respect to compliance and regulatory matters, expandingand overseeing the expansion of the internal compliance program, and strengtheningprogram.

After giving effect to the capacityproration of his department.

The Compensation Committee did notelected to award any discretionary bonusesoptions as well as time-based restricted stock units to Named Executive Officers in 2015.

The dates and values of the equity grants to Named Executive Officers are included in the “Grants of Plan BasedPlan-Based Awards” table below. One other employee was awarded performance-based restricted stock units under the 2015 LTIP and options, and 13 other employees were awarded time-based restricted stock units. The performance-based awards will only vest if the performance targets are achieved in accordance with the 2015 LTIP. The options and the time-based awards vest in four equal installmentsinstalments on each anniversary of the grant date.

On average,After giving effect to the proration of the one-time awards made in 2015, equity incentive awards on average accounted for 40%22% of the total direct compensation awarded toof our Named Executive Officers in 2015.2016.

The reported pay of the co-Chief Executive Officers in the Summary Compensation Table below has increased infor 2015 compared tois significantly higher than 2014 which was the first full year served by the co-Chief Executive Officers.or 2016. This is due primarily to the decision to increase the proportion of compensation tied to performance, represented bygrant awards of performance-based restricted stock units under the 2015 LTIP as well as option awards.LTIP. Since a substantial portion of reported compensation in the Summary Compensation Table below represents potential pay which is dependent on financial performance or share price performance, we believe it is useful to compare average reported pay to average realized pay of the co-Chief Executive Officers as set forth below.

In view of the expectation that the grantgrants made under the 2015 LTIP will not be repeated and futurethe overall approach to grants of options are likely to follow a similar pattern as time-based restricted stock units,other equity-based awards, the Compensation Committee believes that the trend in realized pay is more representative of the directiondevelopment of the compensation of the co-Chief Executive Officers.

The Compensation Committee gives consideration tomay consider a peer group of companies when making certain decisions regarding compensation. The peer group ismay be used as an input for such compensation elements as base salary, performance-based awards and total direct compensation as well as to benchmark the competitiveness of the Company’s compensation plans. It

This peer group was developed in 2014 with independent compensation consultant Clearbridge Compensation Group (as described below under “Other Compensation Practices and Policies - Compensation Committee Consultants”) and management of the Company in connection with a process to develop benchmarks for the executive compensation program of the co-Chief Executive Officers at that time. The group consists of publicly traded companies primarily in the U.S. and Europe and was generally established largely usingon the basis of the following selection criteria: (i) companies in industries or businesses similar to the Company and (ii) companies having a comparable size as the Company (based primarily on revenues and enterprise value with consideration of market capitalization as well).

This peer group was developed in 2014 with the independent compensation consultant Clearbridge Compensation Group (as described below under "Other Compensation Practices and Policies - Compensation Committee Consultants") and management of the Company in connection with a process to develop benchmarks for the executive compensation program of the co-Chief Executive Officers. No changes were made to the peer group in 20152016 other than exclusion of the following companies: LinStarz Inc, which was acquired; Crown Media LLC (whichHoldings Inc., which was merged intotaken private; and Media General Inc.), TVN (whichwhich was delisted followingacquired by Nexstar Broadcasting Group. In view of the improved financial results of the Company as well as a number of changes in the existing peer group resulting from acquisitions, the Compensation Committee is working with Clearbridge Compensation Group to modify the composition of its acquisition by Scripps Network Interactive), Journal Communications (whose media businesses were merged into E.W. Scripps) and CTC Media (which is being delisted following a merger approved by its shareholders in December 2015).

The Company has a policy that permits the Compensation Committee to seek recovery of payments of incentive plan compensation awards and bonuses of Named Executive Officers and certain other covered senior executives if the Company is required to restate its financial statements (other than due to a change in accounting rules) or if the performance results leading to a payment of incentive compensation are subject to a material downward adjustment. For purposes of this policy, payment of incentive compensation includes awards of equity compensation under the Company'sCompany’s 2015 Stock Incentive Plan or its Amended and Restated Stock Incentive Plan, under which equity awards were granted prior to June 2015. Under this policy, the Compensation Committee has discretion to determine what action it believes is appropriate, which may include recovery or cancellation of all or a portion of incentive payments, and may consider a number of factors in determining whether to seek recovery, including the degree of responsibility of a covered executive, the amount of excess compensation paid, the costs associated with recovery of compensation, applicable law and other actions the Company or third parties have taken.

We encourage stock ownership by executives and directors but do not have formal stock ownership guidelines. Under the Company’s insider trading policy, officers, directors, employees and their related persons may not trade in options, warrants, puts and calls or similar instruments on the Company’s shares of Class A Common Stock and other securities and may not sell such shares short. The insider trading policy also requires executives and directors to pre-clear pledges of shares and restricts the ability of executives and directors to pledge shares while they are in possession of material inside information.

As is customary in our markets, all of our Named Executive Officers have employment agreements with us or one of our subsidiaries and these agreements provide for compensation in the event of involuntary termination. These termination payments, which are typically defined by local practice and are generally derived from the notice period or term of the relevant employment agreement, were negotiated with each Named Executive Officer individually and do not conform to a single policy. The basis for and value of these termination payments is further described and quantified under “Potential Payments Upon Termination or Change of Control” below.

The co-Chief Executive Officers, the Chief Financial Officer, the General Counsel and other members of senior management have participated in the development and implementation of certain executive compensation programs, particularly the annual incentive and long-term equity incentive programs in the Management Compensation Policy Guidelines, and the establishment of annual targets. The Management Compensation Policy Guidelines and amendments to it are reviewed by the co-Chief Executive Officers and submitted to the Compensation Committee for its review and approval. Certain executives, including the co-Chief Executive Officers, may be invited to attend meetings of the Compensation Committee to discuss Company compensation programs; in addition, the General Counsel may be invited to attend meetings in his capacity as Company Secretary. While these executives may be asked to provide input and perspective, only Compensation Committee members vote on executive compensation matters. These decisions take place when no members of management are in attendance.

In establishing and reviewing executive compensation, the Compensation Committee believes that executive compensation has been designed and allocated among base salary and short- and long-term incentive compensation in a manner that does not encourage excessive risk-taking by management that may harm the value of the Company, reward poor judgment or is reasonably likely to have a material adverse effect on the Company.

Base salaries are designed to be consistent with an executive’s responsibilities and to provide sufficient financial security as a proportion of total compensation so as not to promote unnecessary or excessive risk-taking when earning compensation under the Company’s incentive compensation programs. The mix of incentives under those compensation programs is designed to mitigate potential risks without dampening their incentive nature.

In that regard, the Compensation Committee believes that a number of aspects of the Company’s compensation programs substantially mitigate the risk of short-term risk taking at the expense of long-term performance. First, the Compensation Committee believes the annual budgeting process results in the establishment of annual targets that are based on a longer-term strategic vision for the Company and sustainable value creation. Second, having several targets that serve different goals mitigates the risk that certain Company strategic objectives will be achieved (e.g., significant audience share or market share)share leadership) at the expense of others (e.g., controlling costs and generating positive free cash flow) and having to achieve a threshold level of Consolidated Budgeted OIBDA and DirectBudgeted Unlevered Free Cash Flow in order to earn a non-equity incentive plan award limits the amount of such awards that can be earned in the event of poor overall Company performance. This encourages management to focus on sustained profitable revenue generation. Third, rewarding Named Executive Officers substantially on the basis of achieving Company-wide targets ensures that they are focused on the performance of the Company as a whole. While rewarding senior executives of the Company's operating unitssegments for operating performance may result in risk taking, their targets have also been designed to serve different goals, which mitigate this possibility. Moreover, provisions in our Management Compensation Policy Guidelines that permit senior executives to be rewarded for qualitative performance reasons can reduce the influence of formulae in the determination of quantitative performance awards. Fourth, providing a significant earning opportunity to the Named Executive Officers through the 2015 LTIP and awards of options requires that the Named Executive Officers achieve long-term value creation by delivering anticipated financial performance over a multi-year period and achieving meaningful share price appreciation. Finally, we can seek to recoup incentive compensation under the Executive Compensation Recoupment Policy.

The Compensation Committee continues to believe that an appropriate balance of compensation elements will support the achievement of competitive revenues and earnings in variable economic and industry conditions without undue risk.

Recognizing the importance of adhering to appropriate practices and procedures when granting equity awards, our equity granting policy establishes the following practices:

At the Company’s 2011 annual general meeting, shareholders voted on an advisory proposal as to the frequency with which the Company should conduct an advisory vote on executive compensation (a “say-on-pay proposal”). At that meeting, 92.3% of votes cast were in favor of holding such a vote once every three years and the Company intends to hold such vote every three years. At the 2014 annual general meeting, shareholders had an opportunity to vote on executive compensation as disclosed in the 2014 proxy statement. Of the votes cast on the say-on-pay proposal, 92.8% were voted in favor of the proposal. The Compensation Committee considered the results of this advisory vote and it believes that it affirms shareholders’ support of the Company’s approach to executive compensation. The Company will continue to consider the outcome of subsequent say-on-pay votes when making future compensation decisions for Named Executive Officers.

The Compensation Committee also considers the tax implications of its programs, both to us and to the participants. It is the Compensation Committee’s policy to maximize the effectiveness of our executive compensation plans in this regard. However, the Compensation Committee believes that compensation and benefits decisions should be primarily driven by the needs of the business rather than by tax policy. Therefore, the Compensation Committee may make pay decisions that result in certain tax inefficiencies.

We have reviewed and discussed the Compensation Discussion and Analysis with management, based on our review and discussions, we recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and in our Annual Report on Form 10-K as amended by our Annual Report on Form 10-K/A, for the year ended December 31, 2015.2016.

None of the members of the Compensation Committee has been an officer of the Company or of any of our subsidiaries, or had any relationship with us other than serving as a director. In addition, none of our executive officers served as a director or member of the compensation committee of any other entity one of whose executive officers serves as one of our directors or as a member of the Compensation Committee. The members of the Compensation Committee do not have any relationship that is required to be disclosed under this caption pursuant to SEC rules and regulations. There were no interlocks or other relationships among our executive officers and directors.