Gray Television, Inc. (NYSE:GTN) 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
Arrangements of Certain Officers
The Board of Directors (the Board) of Gray Television, Inc. (the
Company), previously approved, subject to shareholder approval,
the Gray Television, Inc. 2017 Equity and Incentive Compensation
Plan (the Plan). The Companys shareholders approved the Plan at
the Companys 2017 Annual Meeting of Shareholders (the Annual
Meeting) held on May 3, 2017. A detailed summary of the material
terms of the Plan appears under the caption Proposal 4 Approval
of the Gray Television, Inc. 2017 Equity and Incentive
Compensation Plan in the Companys proxy statement for the Annual
Meeting filed with the Securities and Exchange Commission (the
SEC) on March 22, 2017, which description is incorporated by
reference herein.
Item 5.07 Submission of Matters to a Vote of Security
Holders
On May 3, 2017, the Company held the Annual Meeting. The results
of voting on the proposals submitted to a vote of the Companys
shareholders at the Annual Meeting were as follows:
Proposal No. 1 (Election of Directors):
|
Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
|
|
Hilton H. Howell, Jr. |
|
94,671,187 |
|
2,550,906 |
|
|
23,290,034 |
|
Howell W. Newton |
|
90,451,616 |
|
6,770,477 |
|
|
23,290,034 |
|
Richard L. Boger |
|
89,487,355 |
|
7,734,738 |
|
|
23,290,034 |
|
T.L. Elder |
|
95,324,262 |
|
1,897,831 |
|
|
23,290,034 |
|
Robin R. Howell |
|
94,305,925 |
|
2,916,168 |
|
|
23,290,034 |
|
Luis A. Garcia |
|
91,760,765 |
|
5,461,328 |
|
|
23,290,034 |
|
Richard B. Hare |
95,596,732 |
|
1,625,361 |
|
|
23,290,034 |
|
|
Elizabeth R. Neuhoff |
|
94,314,186 |
|
2,907,907 |
|
|
23,290,034 |
|
Hugh E. Norton |
|
89,955,893 |
|
7,266,200 |
|
|
23,290,034 |
Proposal No. 2
(Approval, on a non-binding advisory basis, of
the compensation of the Companys named executive officers (the
say-on-pay vote)):
|
Votes For |
|
Votes Against |
|
Abstain |
Broker Non-Votes |
|
58,286,633 |
|
38,225,694 |
|
709,766 |
23,290,034 |
Proposal No. 3
(Approval, on a non-binding advisory basis, of
the frequency (every one, two or three years) of the Companys
future non-binding advisory say-on-pay votes):
|
1 Year |
|
2 Years |
|
3 Years |
Abstain |
|
37,806,272 |
|
318,924 |
|
57,590,843 |
1,506,054 |
Proposal No. 4
(Approval of the Gray Television, Inc. 2017
Equity and Incentive Compensation Plan):
|
Votes For |
|
Votes Against |
|
Abstain |
Broker Non-Votes |
|
72,962,714 |
|
24,047,128 |
|
212,251 |
23,290,034 |
Proposal No. 5 (Ratification of the appointment of RSM US
LLP as the Companys independent registered public accounting firm
for 2017):
|
Votes For |
|
Votes Against |
|
Abstain |
|
118,230,470 |
|
1,632,213 |
|
649,444 |
In light of the results of the advisory vote on proposal No. 3
above, the Board determined that the Company will hold future
say-on-pay votes every three years until the next required
advisory vote on the frequency of say-on-pay votes, which will be
no later than the Companys annual meeting of shareholders in
2023.
About Gray Television, Inc. (NYSE:GTN)
Gray Television, Inc. is a television broadcast company. The Company owns and operates television stations and digital assets in markets across the United States. The Company owns and/or operates television stations in approximately 50 television markets broadcasting over 180 separate programming streams, including approximately 40 affiliates of the CBS Network (CBS), over 30 affiliates of the NBC Network (NBC), approximately 20 affiliates of the ABC Network (ABC) and over 10 affiliates of the FOX Network (FOX). Along with primary broadcast channels, the Company can also broadcast secondary digital channels within a market. Its secondary digital channels are generally affiliated with networks different from those affiliated with its primary broadcast channels. It also broadcasts local news/weather channels in certain of its existing markets. Its television stations include WVLT and WBXX in Knoxville, Tennessee; WOWT in Omaha, Nebraska, and WDBJ in Roanoke-Lynchburg, Virginia. Gray Television, Inc. (NYSE:GTN) Recent Trading Information
Gray Television, Inc. (NYSE:GTN) closed its last trading session up +0.20 at 13.10 with 1,626,057 shares trading hands.