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
June 25, 2014
Date of Report (Date of earliest event reported)
CROWN MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware | | 000-30700 | | 84-1524410 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
12700 Ventura Boulevard
Studio City, California 91604
(Address of principal executive offices)
(818) 755-2400
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Crown Media Holdings, Inc. (the “Company”) was held on June 25, 2014, at which the following matters were submitted to our stockholders:
Proposal 1: Election of 14 members to the Company’s board of directors.
All nominees were elected as directors by the following votes:
Name | | Vote
For | | Votes
Withheld | | Broker Non-votes | |
William J. Abbott | | 342,286,598 | | 6,380,100 | | 0 | |
Dwight C. Arn | | 341,872,207 | | 6,794,491 | | 0 | |
Robert Bloss | | 341,003,828 | | 7,662,870 | | 0 | |
William Cella | | 343,822,149 | | 4,844,549 | | 0 | |
Glenn Curtis | | 343,899,405 | | 4,767,293 | | 0 | |
Steve Doyal | | 341,874,007 | | 6,792,691 | | 0 | |
Brian E. Gardner | | 341,246,525 | | 7,420,173 | | 0 | |
Herbert Granath | | 343,560,158 | | 5,106,540 | | 0 | |
Timothy Griffith | | 341,876,207 | | 6,790,491 | | 0 | |
Donald Hall, Jr. | | 341,873,407 | | 6,793,291 | | 0 | |
A. Drue Jennings | | 343,671,785 | | 4,994,913 | | 0 | |
Peter A. Lund | | 343,761,039 | | 4,905,659 | | 0 | |
Brad R. Moore | | 341,875,207 | | 6,791,491 | | 0 | |
Deanne Stedem | | 341,049,060 | | 7,617,638 | | 0 | |
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Proposal 2: Approval of Chief Executive Officer’s and Other Executive Officers’ Performance-Based Compensation for IRS Section 162(m) purposes
The Chief Executive Officer’s and other Executive Officers’ performance-based compensation was approved by the following votes:
Votes For | | Votes Against | | Broker Non-votes | | Votes Abstain | |
344,018,676 | | 2,035,687 | | 0 | | 2,612,335 | |
Proposal 3: Advisory vote regarding the compensation of our Named Executive Officers.
The advisory vote regarding the compensation for our Named Executive Officers was approved by the following votes:
Votes For | | Votes Against | | Broker Non-votes | | Votes Abstain | |
344,517,150 | | 423,433 | | 0 | | 3,726,115 | |
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.
| CROWN MEDIA HOLDINGS, INC. |
| |
Date: | June 26, 2014 | | By: | /s/ Charles L. Stanford |
| | | | Name: | Charles L. Stanford |
| | | | Title: | Executive Vice President and General Counsel |
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