New Media Investment Group Inc. (NYSE:NEWM) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on May 24, 2018, the stockholders of New Media Investment Group Inc. (the “Company”) voted on the matters described below.
|
1. |
The Company’s stockholders elected one Class I director of the Company, which constitutes all the directors of such class. The number of shares that: (i) voted for the election of each director; (ii) withheld authority to vote for each director; and (iii) represent broker non-votes with respect to each director is summarized in the table below. |
|
Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes* |
|
Laurence Tarica |
15,390,701 | 28,151,033 | 6,278,247 |
|
2. |
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2018. The results of the vote taken were as follows: |
|
Votes For |
Votes Against |
Abstentions |
|
49,527,261 |
264,323 |
28,397 |
|
3. |
The Company’s stockholders voted, on an advisory basis, on the Company’s executive compensation. The results of the vote taken were as follows: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes* |
|
22,634,794 |
19,552,698 |
1,354,242 |
6,278,247 |
|
4. |
The Company’s stockholders voted for the amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to provide for the annual election of all directors. The results of the vote taken were as follows: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes* |
|
43,349,346 |
160,250 |
32,138 |
6,278,247 |
*Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, approval of executive compensation and the proposed amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.
About New Media Investment Group Inc. (NYSE:NEWM)
New Media Investment Group Inc. (New Media) is a holding company. The Company owns, operates and invests in local media assets. It has a focus on owning and acquiring local media assets in small to mid-size markets. The Company is a publisher of locally based print and online media. The Company’s operating segments include Eastern US Publishing, Central US Publishing and Western US Publishing. The Eastern US Publishing segment operates in approximately six publication group clusters: the New England Publishing Group, Cape Publishing Group, Providence Publishing Group, Mid-Atlantic Publishing Group, South Atlantic Publishing Group and Coastal Publishing Group. The Central US Publishing segment operates in the states of Illinois, Ohio, New York, Michigan, Delaware, Pennsylvania, West Virginia and Virginia. The Western US Publishing segment operates in the states of Missouri, Arkansas, Texas, California, Kansas, Iowa, Louisiana, Minnesota and Oklahoma, among others.
