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 08, 2023 |
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-15997 | 95-4783236 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
2425 Olympic Boulevard Suite 6000 West | |
Santa Monica, California | | 90404 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 310 447-3870 |
(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:
☐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 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Class A Common Stock | | EVC | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2023, Entravision Communications Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of April 17, 2023, there were a total of 78,356,490 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 71,263,971 shares of Class A common stock were present in person or by proxy, representing a quorum.
At the Annual Meeting, the Company’s stockholders: (i) elected each of the six persons listed below under “Election of Directors” to serve as a director of the Company until the 2024 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) approved the amendment and restatement of the Company's certificate of incorporation to provide that all vacancies on the Company's board of directors (the "Board") may be filled by the affirmative vote of a majority of the remaining directors then in office or by the stockholders, and to eliminate the references to Class B common stock and preferred stock series which are no longer outstanding; (iii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023; (iv) approved, on an advisory non-binding basis, the compensation of the Company's named executive officers; (v) approved, on an advisory non-binding basis, the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers; and (vi) elected Brad Bender to the Board to serve until the 2024 annual meeting of the stockholders and until his successor is duly elected and qualified. The results of the voting at the Annual Meeting on each such matter are set forth below.
1. Election of Directors:
| | | | | | |
Name |
| For |
| Withheld |
| Broker Non-Votes |
Paul Anton Zevnik |
| 64,972,707 |
| 2,037,886 |
| 4,253,378 |
Gilbert R. Vasquez |
| 61,140,546 |
| 5,870,047 |
| 4,253,378 |
Juan Saldívar von Wuthenau |
| 64,732,585 |
| 2,278,008 |
| 4,253,378 |
Martha Elena Diaz |
| 65,806,216 |
| 1,204,377 |
| 4,253,378 |
Fehmi Zeko |
| 65,615,440 |
| 1,395,153 |
| 4,253,378 |
Thomas Strickler |
| 65,994,562 |
| 1,016,031 |
| 4,253,378 |
2. Amendment and restatement of the Company's certificate of incorporation:
| |
Votes For | 63,592,359 |
Votes Against | 3,371,220 |
Abstentions | 47,014 |
Broker Non-Votes | 4,253,378 |
3. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| |
Votes For | 70,840,168 |
Votes Against | 385,077 |
Abstentions | 38,726 |
Broker Non-Votes | 0 |
4. Approval of Executive Compensation (Non-Binding Advisory Resolution):
| |
Votes For | 47,896,807 |
Votes Against | 16,703,951 |
Abstentions | 2,409,835 |
Broker Non-Votes | 4,253,378 |
5. Frequency of Vote to Approve Executive Compensation (Non-Binding Advisory Vote):
| |
1 Year | 62,674,352 |
2 Years | 83,502 |
3 Years | 4,224,680 |
Abstentions | 26,059 |
Broker Non-Votes | 4,253,378 |
6. Election of Brad Bender as Director:
| | | | | | |
Name |
| For |
| Withheld |
| Broker Non-Votes |
Brad Bender |
| 59,715,515 | | 522,811 | | 8,339,952 |
A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory vote on executive compensation every year. Consistent with the stockholders’ recommendation at the Annual Meeting, on June 8, 2023, following the Annual Meeting, the Board determined that the Company will hold an advisory vote on named executive compensation every year until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
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.
| | | |
| | | Entravision Communications Corporation |
| | | |
Date: | June 12, 2023 | By: | /s/ Christopher Young |
| | | Christopher Young, Interim Chief Executive Officer,
Chief Financial Officer and Treasurer |
