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 7, 2013
SPANISH BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27823 | 13-3827791 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 7007 NW 77th Avenue, Miami, Florida | 33166 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(305) 441-6901
(Registrant’s telephone number, including area code)
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2013, Spanish Broadcasting System, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). The stockholders considered and voted on three proposals submitted for stockholder vote, which are described in detail in the Company’s 2013 Proxy Statement. There were 4,166,991 shares of Class A common stock and 2,340,353 shares of Class B common stock entitled to vote at the meeting. Stockholders are entitled to one vote for each share of Class A common stock and ten votes for each share of Class B common stock. The following is a brief description of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1. Election of Directors
The six directors were elected at the Annual Meeting to hold office until such time as their respective successors have been duly elected and qualified based upon the following votes:
| Nominee Directors |
Votes For | Votes
Against/ Withheld |
||||||
| Raúl Alarcón |
24,268,584 | 608,493 | ||||||
| Joseph A. Garcia |
24,262,828 | 614,249 | ||||||
| Manuel E. Machado |
24,740,283 | 136,794 | ||||||
| Jason L. Shrinsky |
24,725,704 | 151,373 | ||||||
| Jose A. Villamil |
24,740,505 | 136,572 | ||||||
| Mitchell A. Yelen |
24,736,336 | 140,741 | ||||||
Proposal 2. Approve, on an advisory basis, executive compensation
An advisory vote was held regarding the compensation of our named executive officers as disclosed in the Company’s 2013 Proxy Statement, the results of which are set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,835,176 | 38,781 | 3,120 | 0 |
Proposal 3. Recommend frequency of non-binding vote on executive compensation
An advisory vote was held regarding the frequency of future advisory votes on executive compensation, the results of which are set forth below:
| One Year |
Two Years |
Three Years |
Abstain | |||
| 948,570 | 2,677 | 23,918,192 | 7,638 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPANISH BROADCASTING SYSTEM, INC. | ||||||
| June 13, 2013 |
By: | /s/ Joseph A. García | ||||
| Joseph A. García | ||||||
| Chief Financial Officer, Chief Administrative Officer | ||||||
| Sr. Executive Vice President and Secretary | ||||||