Attached files
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| EX-10.1 - EXHIBIT 10.1 - CENTRAL EUROPEAN MEDIA ENTERPRISES LTD | ex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 13, 2012
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State or other jurisdiction of incorporation and organisation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Mintflower Place, 4th floor
8 Par-La-Ville Rd, Hamilton, Bermuda
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HM 08
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (441) 296-1431
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the annual general meeting of Central European Media Enterprises Ltd. (the “Company”) held on June 13, 2012 the following matters were submitted to a vote of shareholders and received the following votes:
Proposal 1 – Election of Directors. All of the nominees were elected to serve as a Director of the Company until the next annual general meeting or until their respective successors have been elected and qualified.
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Director:
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Votes For
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Votes Withheld
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Ronald S. Lauder
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104,290,544 | 193,156 |
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Herbert A. Granath
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101,191,356 | 3,292,344 |
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Paul Cappuccio
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104,337,744 | 145,956 |
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Michael Del Nin
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104,338,644 | 145,056 |
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Charles R. Frank, Jr
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104,338,144 | 145,556 |
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Alfred W. Langer
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104,264,853 | 218,847 |
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Fred Langhammer
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101,217,656 | 3,266,044 |
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Bruce Maggin
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101,217,456 | 3,266,244 |
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Parm Sandhu
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104,338,644 | 145,056 |
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Adrian Sarbu
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104,303,238 | 180,462 |
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Duco Sickinghe
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104,338,466 | 145,234 |
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Kelli Turner
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104,257,844 | 225,856 |
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Eric Zinterhofer
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98,727,205 | 5,756,495 |
Proposal 2 – Bye-law amendment: The proposal to amend the Company’s Bye-laws and the condition of its Memorandum to increase the authorized share capital of the Company from $9.6 million to $17.4 million by increasing the number of authorized shares of Class A Common Stock from 100,000,000 shares to 200,000,000 shares was approved.
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For
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Against
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Abstain
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Broker non-votes
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| 106,928,987 | 193,181 | 13,453 | 0 |
Proposal 3 – Share issuance: The proposal to issue and sell shares of Class A Common Stock to Time Warner Media Holdings B.V. and RSL Capital LLC was approved.
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For
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Against
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Abstain
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Broker non-votes
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| 104,471,693 | 11,715 | 292 | 2,651,923 |
Proposal 4 – Option Exchange Program: The employee stock option exchange program was approved.
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For
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Against
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Abstain
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Broker non-votes
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| 97,127,385 | 7,354,723 | 1,592 | 2,651,923 |
Proposal 5 – Stock Incentive Plan Amendments: The amendments to the Company’s Amended and Restated Stock Incentive Plan were approved.
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For
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Against
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Abstain
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Broker non-votes
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| 104,393,131 | 87,077 | 3,492 | 2,651,923 |
Proposal 6 – Selection of Auditors: Deloitte LLP was appointed as independent public accounting firm for the Company in respect of the fiscal year ended December 31, 2012 and the Directors, acting through the Audit Committee, were authorized to approve their fees.
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For
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Against
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Abstain
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Broker non-votes
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| 107,112,350 | 11,989 | 11,284 | 0 |
| Item 8.01 | Other Events |
The Company’s form of Restricted Stock Unit Award Agreement (the “RSU Agreement”), attached to this report as Exhibit 10.1, is incorporated herein by reference. The Company intends to use the RSU Agreement in connection with future issuances of restricted stock units to directors and employees pursuant to the Company’s Amended and Restated Stock Incentive Plan.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | Description |
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Form of Restricted Stock Unit Award Agreement.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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| Date: June 13, 2012 | /s/ David Sturgeon | |
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David Sturgeon
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| Deputy Chief Financial Officer | ||