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 8, 2016
SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-27823 | | 13-3827791 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
7007 N.W. 77th Avenue, Miami, Florida | | 33166 |
(Address of principal executive offices) | | (Zip Code) |
(305) 441-6901
(Registrant’s telephone number, including area code)
(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
On June 8, 2016, Spanish Broadcasting System, Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting"). The stockholders considered and voted on two proposals submitted for stockholder vote, which are described in detail in the Company's 2016 Proxy Statement. There were 4,166,991 shares of Class A common stock and 2,340,353 shares of Class B common stock entitled to vote at the meeting. Common stockholders are entitled to one vote for each share of Class A common stock and ten votes for each share of Class B common stock. The following is a brief description of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1. Election of Directors
Common Stock Directors
The six Common Stock Directors were elected at the Annual Meeting to hold office until such time as their respective successors have been duly elected and qualified based upon the following votes:
| | |
Nominee Common Stock Directors | Votes For | Votes Against / Withheld |
Raúl Alarcón | 24,730,079 | 1,138,676 |
Joseph A. García | 24,757,706 | 1,111,049 |
Manuel E. Machado | 25,380,166 | 488,589 |
Jason L. Shrinsky | 25,384,087 | 484,668 |
José A. Villamil | 25,380,091 | 488,664 |
Mitchell A. Yelen | 25,380,101 | 488,654 |
Preferred Stock Directors
Alan Miller and Gary Stone, the two directors elected by the holders of the Series B Preferred Stock at the 2014 annual meeting, were not subject to election at this year’s annual meeting and continue to serve as directors.
Proposal 2. Approve, on an advisory basis, executive compensation
An advisory vote was held regarding the compensation of our named executive officers as disclosed in the Company's 2016 Proxy Statement, the results of which are set forth below:
| | | |
For | Against | Abstain | Broker Non-Votes |
25,186,874 | 675,509 | 6,372 | 0 |
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.
| SPANISH BROADCASTING SYSTEM, INC.
(Registrant) |
| | |
June 14, 2016 | By: | | /s/ Joseph A. García |
| | | Joseph A. García |
| | | Chief Financial Officer, Chief Administrative Officer, Senior Executive Vice President and Secretary |
