HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May 17, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of Hemisphere Media Group, Inc. (the Company),
stockholders of the Company approved an amendment to the Companys
Amended and Restated Certificate of Incorporation and the
amendment became effective on May 19, 2017 following filing of
the Amended and Restated Certificate of Incorporation, as
amended, with the Delaware Secretary of State. The amendment to
the Amended and Restated Certificate of Incorporation and a
description thereof is set forth in the Companys definitive proxy
statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission (SEC) on May 5, 2017 (the Proxy Statement),
in the section entitled Proposal 3: Approval of Amendment to the
Certificate of Incorporation, which is incorporated herein by
reference. The Amended and Restated Certificate of Incorporation,
as amended, is filed as Exhibit 3.1 to this Current Report on
Form 8-K and the terms thereof are incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, five proposals were submitted to the
Companys stockholders. Only holders of the Companys capital stock
at the close of business on March 20, 2017 (the Record Date) were
entitled to vote at the Annual Meeting. As of the Record Date,
there were 21,900,160 shares of the Companys Class A common
stock, par value $0.0001 per share (Class A common stock), and
20,800,998 shares of the Companys Class B common stock, par value
$0.0001 per share (Class B common stock), entitled to vote in the
election of directors and on each matter submitted for
stockholder approval. Holders of the shares of Class A common
stock are entitled to one vote per share and holders of the
shares of Class B common stock are entitled to ten votes per
share. Holders of the shares of Class A common stock and holders
of the shares of Class B common stock voted together as a single
class on all matters (including the election of directors)
submitted to a vote of stockholders at the Annual Meeting. In
addition, holders of the shares of Class B common stock voted as
a separate class on the proposal to approve an amendment to the
Companys Amended and Restated Certificate of Incorporation.
Holders of 12,738,243 shares of Class A common stock and
20,800,998 shares Class B common stock (representing over 96% of
the combined voting power of the shares of the Class A common
stock and Class B common stock and 100% of the voting power of
the shares of Class B common stock), constituting a quorum, were
represented in person or by valid proxies at the Annual Meeting.
The proposals voted on at the Annual Meeting are described in
detail in the Companys Proxy Statement. The final results for the
votes regarding each proposal are set forth below.
Proposal 1: The Companys stockholders elected three Class I
directors to the Companys board of directors to serve for a
three-year term until the 2020 annual meeting of stockholders and
their successors have been duly elected and qualified, or until
any such director’s earlier resignation or removal. The votes
regarding this proposal were as follows:
Nominee
For
Withheld
Broker Non-Votes
Peter M. Kern
217,480,038
3,268,185
Leo Hindery, Jr.
217,728,439
3,019,784
Nina C. Tassler
220,228,067
520,156
Proposal 2: The Companys stockholders ratified the selection of
RSM US LLP as the Companys independent registered accounting firm
for the fiscal year ending December 31, 2017. The votes regarding
this proposal were as follows:
For
Against
Abstained
220,741,406
6,817
Proposal 3: The Companys stockholders approved the amendment to
the Companys Amended and Restated Certificate of Incorporation
described above. The votes regarding this proposal were as
follows:
For
Against
Abstained
Broker Non-Votes
Holders of Shares of Class A common stock and Class B
common stock (Voting Together as a Single Class):
220,747,922
Holders of Shares of Class B common stock (Voting as a
Separate Class):
208,009,980
Proposal 4: The Companys stockholders approved the non-binding
advisory resolution to approve the compensation of the Companys
named executive officers. The votes regarding this proposal
were as follows:
For
Against
Abstained
Broker Non-Votes
220,692,868
55,355
Proposal 5: The Companys stockholders indicated their
preference, on an advisory, non-binding basis, to hold the
advisory vote on executive compensation every one year. The
votes regarding this proposal were as follows:
One Year
Two Years
Three Years
Abstained
Broker Non-Votes
220,179,079
1,515
567,629
In light of the foregoing stockholder vote on Proposal 5, the
Company intends to hold executive compensation advisory votes
(Say-on-Pay) every one year until the next advisory vote on
Say-on-Pay frequency (Say-on-Frequency). The next
Say-on-Frequency vote will be held no later than the Companys
2023 annual meeting of stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
3.1
Amended and Restated Certificate of Incorporation of
Hemisphere Media Group, Inc.


About HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV)

Hemisphere Media Group, Inc. is the United States Spanish-language media company. The Company serves the United States Hispanic and Latin American markets. It operates through Hemisphere segment. It owns and operates the Spanish language networks and content production platform, including movie and telenovela channels, over two Hispanic entertainment genres and the cable television networks. The Company’s networks include Cine Latino, Inc. (Cinelatino), Televicentro of Puerto Rico, LLC (WAPA), WAPA America, Inc. (WAPA America), HMTV Pasiones US, LLC and HMTV Pasiones LatAm, LLC (collectively, Pasiones), HMTV Centroamerica TV, LLC (Centroamerica TV) and HMTV TV Dominicana, LLC (Television Dominicana). WAPA is an independent broadcast television network. WAPA America is a Spanish-language cable television network. Cinelatino is the Spanish-language cable movie network. Pasiones focuses on the program genres among Hispanics, telenovelas.

HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV) Recent Trading Information

HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV) closed its last trading session 00.00 at 11.20 with 29,357 shares trading hands.

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