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): April 14, 2014
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
| BERMUDA | 0-24796 | 98-0438382 |
| (State or other jurisdiction of incorporation and organisation) | (Commission File Number) | (IRS Employer Identification No.) |
| 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):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the special general meeting of Central European Media Enterprises Ltd. (the “Company”) held on April 14, 2014 the following matters were submitted to a vote of shareholders and received the following votes:
Proposal 1 – Bye-law and Memorandum amendment: The proposal to amend the Company’s Bye-laws and the condition of its Memorandum to increase the authorized share capital of the Company from $25.6 million to $36.8 million by increasing the number of authorized shares of Class A Common Stock from 300,000,000 shares to 440,000,000 shares was approved.
| For | Against | Abstain | Broker non-votes |
| 103,788,836 | 336,802 | 330 | 0 |
Proposal 2 – Rights and warrants issuance: The proposal for the Company to (a) issue non-transferable rights (the “Rights Offering”) to the shareholders of record as of the Rights Offering record date; and to (b) issue to Time Warner Media Holdings B.V. (i) a warrant exercisable for 30,000,000 shares of Class A Common Stock, subject to adjustment in accordance with the terms thereof and (ii) warrants exercisable for up to 84,000,000 shares of Class A Common Stock, subject to adjustment in accordance with the terms thereof, was approved.
| For | Against | Abstain | Broker non-votes |
| 103,792,854 | 332,684 | 430 | 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.
| CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | ||
Date: April 14, 2014 | /s/ David Sturgeon | |
David Sturgeon Acting Chief Financial Officer | ||