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): October 19, 2017
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-08572 | | 36-1880355 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
| |
| 435 North Michigan Avenue, Chicago, Illinois | | 60611 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (646) 563-8296
Not Applicable
(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 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 October 19, 2017, Tribune Media Company (“Tribune”) held a Special Meeting of Stockholders (the “Special Meeting”) to consider proposals related to the Agreement and Plan of Merger, dated as of May 8, 2017 (the “Merger Agreement”), by and among Tribune and Sinclair Broadcast Group, Inc. (“Sinclair”), and following the execution and delivery of a joinder, Samson Merger Sub Inc., and the transactions contemplated by the Merger Agreement, providing for the acquisition of all of the outstanding shares of Tribune by Sinclair. A total of 74,084,961 and 5,230 shares of Tribune’s Class A common stock and Class B common stock, respectively, were voted in person or by proxy, representing approximately 85% of Tribune’s Class A common stock and Class B common stock, counted as a single class, entitled to be voted, which constituted a quorum to conduct business at the Special Meeting.
Holders of Tribune’s Class A common stock and Class B common stock, voting as a single class, considered, and a majority approved, a proposal to adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement. Holders of Tribune’s Class A common stock considered, and a majority present in person or represented by proxy and entitled to vote on the compensation proposal approved a non-binding, advisory proposal on certain compensation that may be paid to the Tribune’s named executive officers in connection with the consummation of the transactions contemplated by the Merger Agreement, as described in Tribune’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 6, 2017.
As Tribune received the requisite approval from its stockholders to adopt and approve the Merger Agreement, no vote was taken on the proposal to adjourn the Special Meeting to solicit additional proxies.
The final voting results of the stockholders vote at the Special Meeting are set forth below:
Proposal 1: Adoption of the Merger Agreement
| | | | | | |
| | | For | | Against | | Abstain |
Total (Class A and Class B) | | 73,566,589 | | 182,337 | | 341,265 |
|
| Proposal 2: Advisory (Non-binding) Vote on Compensation |
| | | |
| | | For | | Against | | Abstain |
Class A | | 41,443,143 | | 32,303,732 | | 337,886 |
Item 8.01. Other Items.
On October 19, 2017, Tribune issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.
| | | | | | | | |
| | | | TRIBUNE MEDIA COMPANY |
| | | | (Registrant) |
| | | |
| October 19, 2017 | | | | By: | | /s/ Edward P. Lazarus |
| | | | | | Edward P. Lazarus |
| | | | | | Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary |
