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 6, 2019
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)) |
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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | SBSAA | OTCQB Venture Market |
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 6, 2019, Spanish Broadcasting System, Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting"). The stockholders considered and voted on three proposals submitted for stockholder vote, which are described in detail in the Company's 2019 Proxy Statement. There were 4,241,991 shares of Class A common stock, 2,340,353 shares of Class B common stock, and 380,000 shares of Series C preferred stock outstanding and entitled to vote at the meeting. Stockholders are entitled to one vote for each share of Class A common stock, ten votes for each share of Class B common stock, and two votes for each share of Series C preferred stock they hold. 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
The six 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 | 24,422,720 | 1,012,343 |
Joseph A. García | 24,422,760 | 1,012,303 |
Manuel E. Machado | 24,466,743 | 968,320 |
Jason L. Shrinsky | 24,465,962 | 969,101 |
José A. Villamil | 24,466,743 | 968,320 |
Mitchell A. Yelen | 24,466,743 | 968,320 |
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 2019 Proxy Statement, the results of which are set forth below:
| | | |
For | Against | Abstain | Broker Non-Votes |
24,440,264 | 968,822 | 25,977 | 0 |
Proposal 3. Recommend frequency of non-binding vote on executive compensation
An advisory vote was held regarding the frequency of future advisory votes on executive compensation, the results of which are set forth below:
| | | |
One Year | Two Years | Three Years | Abstain |
909,974 | 1,710 | 24,416,782 | 106,597 |
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 12, 2019 | By: | | /s/ JOSÉ I. MOLINA |
| | | José I. Molina |
| | | Chief Financial Officer |
