Entravision Communications Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 30, 2024, Entravision Communications Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of April 17, 2024, there were a total of 80,374,875 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 72,013,636 shares of Class A common stock were present in person or by proxy, representing a quorum.
At the Annual Meeting, the Company’s stockholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the 2025 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, on an advisory, non-binding basis, the compensation of our named executive officers; (iv) approved an amendment and restatement of the Company's 2004 Equity Incentive Plan, as previously amended to, among other things, increase the number of shares of our Class A common stock authorized for issuance thereunder by 7,500,000 shares; (v) approved the Company's 2024 Employee Stock Purchase Plan; and (vi) approved the amendment and restatement of the Company's Third Amended and Restated Certificate of Incorporation to provide for the exculpation of officers to the fullest extent permitted by Delaware law. The results of the voting at the Annual Meeting on each such matter are set forth below.
1. Election of Directors:
Name |
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For |
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Withheld |
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Broker Non-Votes |
Paul Anton Zevnik |
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53,765,497 |
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10,102,390 |
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8,145,749 |
Gilbert R. Vasquez |
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55,824,800 |
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8,043,087 |
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8,145,749 |
Martha Elena Diaz |
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55,518,124 |
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8,349,763 |
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8,145,749 |
Fehmi Zeko |
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56,003,166 |
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7,864,721 |
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8,145,749 |
Thomas Strickler |
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55,685,264 |
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8,182,623 |
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8,145,749 |
Brad Bender |
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55,748,271 |
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8,119,616 |
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8,145,749 |
Michael Christenson |
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63,632,938 |
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234,949 |
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8,145,749 |
Lara Sweet |
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56,730,163 |
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8,137,724 |
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8,145,749 |
2. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
Votes For |
71,527,650 |
Votes Against |
478,828 |
Abstentions |
7,158 |
Broker Non-Votes |
0 |
3. Approval of Executive Compensation (Non-Binding Advisory Resolution):
Votes For |
49,537,454 |
Votes Against |
13,641,680 |
Abstentions |
688,753 |
Broker Non-Votes |
8,145,749 |
4. Amendment and restatement of the Company's 2004 Equity Incentive Plan:
Votes For |
38,493,269 |
Votes Against |
25,296,554 |
Abstentions |
76,064 |
Broker Non-Votes |
8,145,749 |
5. Approval of the Company's 2024 Employee Stock Purchase Plan:
Votes For |
63,686,567 |
Votes Against |
138,232 |
Abstentions |
43,088 |
Broker Non-Votes |
8,145,749 |
6. Amendment and restatement of the Company's certificate of incorporation:
Votes For |
52,385,236 |
Votes Against |
11,452,259 |
Abstentions |
30,392 |
Broker Non-Votes |
8,145,749 |
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.
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Entravision Communications Corporation |
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Date: |
June 3, 2024 |
By: |
/s/ Michael Christenson |
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Michael Christenson, Chief Executive Officer |