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 6, 2013
Starz
(Exact name of registrant as specified in its charter)
Delaware |
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001-35294 |
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20-8988475 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
8900 Liberty Circle
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (720) 852-7700
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On June 7, 2013, Starz (the Company) notified the Listing Qualifications Department of the Nasdaq Stock Market (Nasdaq) that the Company is no longer in compliance with Nasdaq Marketplace Rules 5605(b)(1) and 5605(c)(2) which require the Company to have at least a majority of independent directors serving on its board of directors (its Board) and at least three independent directors serving on the Audit Committee of the Board, respectively. These deficiencies are the result of the previously announced resignation from the Board of Derek Chang, who served as one of the Companys independent directors and who also served on the Audit Committee of the Board, which was effective on June 6, 2013.
The Company is currently reviewing methods to regain compliance with Rules 5605(b)(1) and 5605(c)(2), including conducting a search for a qualified candidate to fill the vacancies left on the Board and its Audit Committee by Mr. Chang.
Item 3.03. Material Modification of Rights of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders
Annual Meeting Matters
At the Companys annual stockholder meeting held on June 6, 2013 (the Annual Meeting), the following proposals were considered and acted upon by the stockholders of the Company. A brief description of each proposal, the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.
1. Election of the following Nominees to the Board to continue serving as Class III members of the Board until the 2016 annual stockholder meeting or their earlier resignation or removal:
Director Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Gregory B. Maffei |
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142,369,910 |
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37,642,866 |
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16,272,180 |
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Irving L. Azoff |
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175,200,645 |
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4,812,131 |
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16,272,180 |
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Susan M. Lyne |
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174,458,494 |
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5,554,282 |
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16,272,180 |
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Accordingly, the foregoing nominees were re-elected to the Board.
2. A proposal to approve, on an advisory basis, the compensation of the Companys named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading Executive Compensation (the Say-on-Pay Proposal):
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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145,592,139 |
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32,384,828 |
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2,035,809 |
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16,272,180 |
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Accordingly, the Say-on-Pay Proposal was approved.
3. A proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the Say-on-Frequency Proposal):
Votes for 1 Year |
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Votes for 2 Years |
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Votes for 3 Years |
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Abstentions |
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Broker Non-Votes |
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63,081,358 |
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232,365 |
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115,148,037 |
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1,551,016 |
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16,272,180 |
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Accordingly, the frequency at which future advisory votes on executive compensation will be held is every three years.
4. A proposal to amend and restate the Companys restated certificate of incorporation (the Old Charter) to recapitalize the Company by deleting the provisions relating to the Companys Capital and Starz tracking stock groups (the Recapitalization Proposal):
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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179,272,793 |
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570,392 |
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169,591 |
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16,272,180 |
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Accordingly, the Recapitalization Proposal was approved.
5. A proposal to amend and restate the Old Charter to recapitalize the Company by creating a new class of common stock, which is divided into three series (the New Class Proposal):
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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178,839,934 |
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900,341 |
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272,501 |
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16,272,180 |
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Accordingly, the New Class Proposal was approved.
6. A proposal to amend and restate the Old Charter to reclassify each share of each series of the Companys existing Liberty Capital common stock into one share of the corresponding series of the Companys common stock (the Reclassification Proposal):
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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179,200,074 |
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636,960 |
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175,742 |
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16,272,180 |
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Accordingly, the Reclassification Proposal was approved.
7. A proposal to amend and restate the Old Charter to make certain conforming changes as a result of the Recapitalization Proposal, the New Class Proposal and the Reclassification Proposal (the Conforming Changes Proposal):
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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179,211,443 |
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630,265 |
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171,068 |
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16,272,180 |
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Accordingly, the Conforming Changes Proposal was approved.
8. A proposal to ratify the selection of KPMG LLP as the Companys independent auditors for the fiscal year ending December 31, 2013 (the Auditor Ratification Proposal):
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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195,334,090 |
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831,053 |
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119,813 |
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Accordingly, the Auditor Ratification Proposal was approved.
Filing of Restated Charter
On June 7, 2013, following the approval of the Recapitalization Proposal, the New Class Proposal, the Reclassification Proposal and the Conforming Changes Proposal at the Annual Meeting, the Company filed its Restated Certificate of Incorporation (the Restated Charter) with the Delaware Secretary of State after the market close. The Restated Charter provided for the recapitalization of the Company through the deletion of provisions in the Old Charter relating to the Companys former Capital and Starz tracking stock groups, the creation of a new class of common stock (the Company Common Stock) divided into the three series, the reclassification of each
share of the Companys Liberty Capital common stock into one share of the corresponding series of Company Common Stock and the making of certain conforming changes necessary as a result of the foregoing. The Restated Charter sets forth the terms of the Company Common Stock and describes the rights of holders of the Company Common Stock.
The sections of the Companys definitive proxy statement relating to the Annual Meeting, filed with the SEC on April 26, 2013, entitled Description of Existing Liberty Capital Common Stock Under Our Current Charter and Comparison to Starz Common Stock Under Our New Charter and Other Provisions of the New Charter, which describe certain provisions of the Restated Charter, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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3.1 |
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Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Companys Registration Statement on Form 8-A filed on June 12, 2013 (File No. 001-35294) (the 8-A)). |
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4.1 |
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Form of Specimen Certificate for shares of Series A common stock, par value $.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to the 8-A). |
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4.2 |
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Form of Specimen Certificate for shares of Series B common stock, par value $.01 per share, of the Company (incorporated by Exhibit 4.2 to the 8-A). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 12, 2013
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STARZ | |
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By: |
/s/ J. Steven Beabout |
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Name: |
J. Steven Beabout |
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Title: |
Executive Vice President, General Counsel |
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and Secretary |
EXHIBIT INDEX
Exhibit No. |
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Description |
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3.1 |
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Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Companys Registration Statement on Form 8-A filed on June 12, 2013 (File No. 001-35294) (the 8-A)). |
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4.1 |
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Form of Specimen Certificate for shares of Series A common stock, par value $.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to the 8-A). |
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4.2 |
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Form of Specimen Certificate for shares of Series B common stock, par value $.01 per share, of the Company (incorporated by Exhibit 4.2 to the 8-A). |