EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 12, 2017, the Compensation Committee of the Board of Directors of the Company adopted forms of the Emmis Communications Corporation Option Grant Agreement and the Restricted Stock Agreement for use for option and restricted stock grants under the 2017 Equity Compensation Plan. Copies of these form agreements are attached as Exhibits 10.1 and 10.2.

Item 5.07

Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of Emmis Communications Corporation held on July 13, 2017, the following directors were elected, and the following additional proposals were voted upon and adopted:

Shareholder Votes

Broker

Director

For

Withheld

Non-Votes

Richard A. Leventhal

16,301,458

890,527

4,253,398

Peter A. Lund

4,565,281

1,203,044

4,253,398

Lawrence B. Sorrel

15,980,483

1,211,502

4,253,398

Shareholder Votes

Broker

Proposal

For

Against

Abstain

Non-Votes

Proposal to approve the 2017 Equity Compensation Plan

14,928,087

2,260,868

3,030

4,253,398

Proposal to ratify the selection of Ernst & Young LLP as Emmis Communications Corporation’s independent registered public accountants for the fiscal year ending February 28, 2018

21,175,219

267,381

2,783

Note to this Form 8-K: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•changes in radio audience measurement methodologies;

•war, terrorist acts or political instability; and

•other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.

Description

Form of Option Grant Agreement

Form of Restricted Stock Agreement


EMMIS COMMUNICATIONS CORP Exhibit
EX-10.1 2 ex10107132017.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMMIS COMMUNICATIONS CORPORATIONOPTION GRANT AGREEMENTEmmis Communications Corporation (“Emmis”) has granted you an Option to purchase Emmis Class A Common Stock,…
To view the full exhibit click here

About EMMIS COMMUNICATIONS CORPORATION (NASDAQ:EMMS)

Emmis Communications Corporation is a media company, which is focused on radio broadcasting. The Company operates through three business segments: Radio, Publishing, and Corporate & Emerging Technologies. The Company owns approximately 20 frequency modulation (FM) and over four amplitude modulation (AM) radio stations in New York, Los Angeles, St. Louis, Austin, Indianapolis and Terre Haute, Indiana. The Company publishes various city and regional magazines. The Company’s publishing operations consist of Texas Monthly, Los Angeles, Atlanta, Indianapolis Monthly, Cincinnati and Orange Coast. It also operates Digonex Technologies, Inc., a pricing business. It also develops and licenses TagStation, a cloud-based software platform that allows a broadcaster to manage album art, meta data and enhanced advertising on its various broadcasts, and developed NextRadio, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features on smartphones.