HEMISPHERE MEDIA GROUP, INC. (NASDAQ:HMTV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 21, 2019, the Board of Directors (the “Board”) of Hemisphere Media Group, Inc. (the “Company”) appointed Sonia Dulá as a director of the Company to fill a vacancy on the Board. Ms. Dulá will serve as a Class III director of the Company with a term expiring at the Company’s 2022 annual meeting. Ms. Dulá will serve on the Audit Committee of the Board.

Ms. Dulá is a business executive and entrepreneur and, until March of 2018, she was Vice Chairman at Bank of America Merrill Lynch. Prior to this position, she was head of the Latin America Wealth Management Division at Merrill Lynch and head of Corporate and Investment Banking for Latin America, where she led many high-profile transactions, and had oversight responsibility for mergers and acquisitions, public debt and equity issues and corporate loans. Prior to this, Ms. Dulá co-founded two internet companies, Internet Group of Brazil and Obsidiana, served as CEO of Telemundo Studios México, and of Grupo Latino de Radio, and held various positions at Goldman Sachs.

Ms. Dulá will receive an annual cash retainer of $40,000 as a non-employee director and an additional annual cash retainer of $5,000 as a member of the Audit Committee. In addition, Ms. Dulá will receive an annual grant of restricted stock equal to that number of shares of our Class A common stock with a value on the date of grant of $100,000. The restricted stock grants vest on the day prior to the Company’s annual stockholders meeting following the grant.

In connection with her election to the Board, Ms. Dulá will enter into an indemnification agreement with the Company to which the Company will agree to indemnify her from certain liabilities that may arise by reason of her status as a director and advance certain expenses incurred by her. The form of indemnification agreement was filed as Exhibit 10.1 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 12, 2019.

There are no arrangements or understandings between Ms. Dulá and any other persons to which she was selected a director of the Company. There are no transactions between Ms. Dulá, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 8.01. Other Events.

On May 28, 2019, the Company issued a press release announcing the Company’s appointment of Sonia Dulá to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

HEMISPHERE MEDIA GROUP, INC. Exhibit
EX-99.1 2 eh1900714_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1   Hemisphere Media Group Appoints Sonia Dulá to its Board of Directors MIAMI,…
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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.