UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 10, 2013
EMMIS COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 0-23264 | 35-1542018 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, | ||
| SUITE 700, INDIANPOLIS, INDIANA | 46204 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
317-266-0100
(Registrant’s Telephone Number, Including Area Code)
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):
| ¨ | 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
At the Annual Meeting of shareholders of Emmis Communications Corporation held on July 10, 2013, the following directors were elected, and the following additional proposals were voted upon and adopted:
Election of Directors by Common Shareholders:
| Shareholder Votes | Broker Non-Votes |
|||||||||||
| Director |
For | Withheld | ||||||||||
| James M. Dubin |
57,268,189 | 6,351,613 | 14,741,694 | |||||||||
| Greg A. Nathanson |
57,243,851 | 6,375,951 | 14,741,694 | |||||||||
| Jeffrey H. Smulyan |
57,235,452 | 6,384,350 | 14,741,694 | |||||||||
| Shareholder Votes | Broker Non-Votes |
|||||||||||||||
| Proposal |
For | Against | Abstain | |||||||||||||
| Approval, in an advisory vote, of the compensation of Emmis’ named executive officers. |
53,147,064 | 10,368,529 | 104,209 | 14,741,694 | ||||||||||||
| Shareholder Votes | ||||||||||||||||
| Proposal |
3 Years | 2 Years | 1 Year | Abstain | ||||||||||||
| Approval, in an advisory vote, of the frequency of advisory votes on executive compensation. |
51,792,270 | 55,654 | 11,646,694 | 125,184 | ||||||||||||
| Shareholder Votes | Broker Non-Votes |
|||||||||||||||
| Proposal |
For | Against | Abstain | |||||||||||||
| Proposal to ratify the selection of Ernst & Young LLP as Emmis Communications Corporation’s independent registered public accountants for the fiscal year ending February 28, 2014 |
77,999,819 | 358,312 | 3,365 | — | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 11, 2013
| EMMIS COMMUNICATIONS CORPORATION | ||||||
| By: | /s/ J. Scott Enright | |||||
| Name: | J. Scott Enright | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||