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: May 20, 2019
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
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| BERMUDA | 0-24796 | 98-0438382 |
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda | | HM 08 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (441) 296-1431
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):
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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.08 | CETV | NASDAQ Global Select Market |
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 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
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual general meeting of Central European Media Enterprises Ltd. (the “Company”) held on May 20, 2019 the following matters were submitted to a vote of shareholders and received the following votes:
Proposal 1 – Election of Directors: All of the nominees were elected to serve as a Director of the Company until the next annual general meeting or until their respective successors have been elected and qualified.
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| Director: | For | Against | Abstain | Broker non-votes |
| John K. Billock | 190,014,348 | 19,552,415 | 935 | 6,789,399 |
Alfred W. Langer
| 190,051,265 | 19,515,478 | 955 | 6,789,399 |
Parm Sandhu
| 190,018,540 | 19,548,214 | 944 | 6,789,399 |
Kelli Turner
| 190,166,478 | 19,400,287 | 933 | 6,789,399 |
| Trey Turner | 190,243,406 | 19,322,349 | 1,943 | 6,789,399 |
Proposal 2 – Amendment of the 2015 Stock Incentive Plan: The amendment of the Company's 2015 Stock Incentive Plan to increase the number of shares of Class A Common Stock available for issuance thereunder by 10 million shares was approved.
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| For | Against | Abstain | Broker non-votes |
| 190,115,974 | 19,447,034 | 4,690 | 6,789,399 |
Proposal 3 – Amendments to Bye-laws 137, 145 and 147: The amendments of the Company's Bye-laws 137, 145 and 147 were approved.
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| For | Against | Abstain | Broker non-votes |
| 163,629,982 | 45,921,461 | 16,255 | 6,789,399 |
Proposal 4 – Amendment to Bye-law 138: The amendment of the Company's Bye-law 138 was approved.
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| For | Against | Abstain | Broker non-votes |
| 190,500,749 | 19,051,942 | 15,007 | 6,789,399 |
Proposal 5 – Selection of Auditors: Ernst & Young LLP was appointed as independent public accounting firm for the Company in respect of the fiscal year ended December 31, 2019 and the Directors, acting through the Audit Committee, were authorized to approve their fees.
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| For | Against | Abstain | Broker non-votes |
| 215,573,807 | 703,790 | 79,500 | 0 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
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| | | | | CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. |
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| Date: | May 21, 2019 | | | /s/ David Sturgeon |
| | | | | David Sturgeon |
| | | | | Executive Vice President and Chief Financial Officer Principal Financial Officer and Principal Accounting Officer |
