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
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| June 6, 2019 |
| Date of Report (Date of earliest event reported) |
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
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| | | | |
| Maryland | | 000-26076 | | 52-1494660 |
| (State of organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
10706 Beaver Dam Road
Hunt Valley, MD 21030
(Address of principal executive offices and zip code)
(410) 568-1500
(Registrant’s telephone number, including area code)
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Act:
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| | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A Common Stock, par value $ 0.01 per share | | SBGI | | The NASDAQ Stock Market LLC |
SINCLAIR BROADCAST GROUP, INC.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Sinclair Broadcast Group, Inc. (the “Company”) was held on June 6, 2019. At the meeting, four items, as set forth in the Proxy Statement, were submitted to the shareholders for a vote.
Proposal 1: Election of Directors
In response to Proposal 1, the shareholders elected all persons nominated for directors as set forth in the Proxy Statement, for a term expiring at the next annual shareholders meeting in 2020 or until their respective successors have been elected and qualified. The table below sets forth the results of the voting for nominated directors:
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| | | | | | | | | |
| Election of Directors | | For | | Against or Withheld | | Broker Non-Votes |
| David D. Smith | | 276,980,678 |
| | 25,917,673 |
| | 7,190,136 |
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| Frederick G. Smith | | 275,326,504 |
| | 27,571,847 |
| | 7,190,136 |
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| J. Duncan Smith | | 275,326,928 |
| | 27,571,423 |
| | 7,190,136 |
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| Robert E. Smith | | 272,411,626 |
| | 30,486,725 |
| | 7,190,136 |
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| Lawrence E. McCanna | | 293,061,742 |
| | 9,836,609 |
| | 7,190,136 |
|
| Daniel C. Keith | | 285,378,041 |
| | 17,520,310 |
| | 7,190,136 |
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| Martin R. Leader | | 274,778,936 |
| | 28,119,415 |
| | 7,190,136 |
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| Howard E. Friedman | | 288,683,927 |
| | 14,214,424 |
| | 7,190,136 |
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| Benson E. Legg | | 294,619,433 |
| | 8,278,918 |
| | 7,190,136 |
|
Proposal 2: Ratification of Independent Registered Public Accounting Firm
In response to Proposal 2, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019. The table below sets forth the results of the voting for the ratification of PricewaterhouseCoopers LLP:
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| | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 309,619,585 |
| | 445,188 |
| | 23,714 |
| | — |
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Proposal 3: Shareholder Proposal Relating to the Adoption of a Policy on Board Diversity
In response to Proposal 3, the shareholders did not ratify the Shareholder Proposal Relating to the Adoption of a Policy on Board Diversity. The table below sets forth the results of the voting on the Shareholder Proposal Relating to the Adoption of a Policy on Board Diversity:
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| | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 40,664,502 |
| | 261,423,092 |
| | 810,757 |
| | 7,190,136 |
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Proposal 4: Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors
In response to Proposal 4, the shareholders did not ratify the Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors. The table below sets forth the results of the voting on the Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors:
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| | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 46,724,335 |
| | 256,021,527 |
| | 152,489 |
| | 7,190,136 |
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SIGNATURE
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.
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| | SINCLAIR BROADCAST GROUP, INC. |
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| | |
| | By: | /s/ David R. Bochenek |
| | Name: | David R. Bochenek |
| | Title: | Senior Vice President / Chief Accounting Officer / Corporate Controller |
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| Dated: June 10, 2019 | |
