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:

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		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

For		Against		Abstained		Broker Non-Votes
220,692,868		55,355

One Year		Two Years		Three Years		Abstained		Broker Non-Votes
220,179,079		1,515		567,629

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of Hemisphere Media Group, Inc.