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): April 14, 2014
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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O’Hara House, 3 Bermudiana Road, 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):
| ¨ | 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 special general meeting of Central European Media Enterprises Ltd. (the “Company”) held on April 14, 2014 the following matters were submitted to a vote of shareholders and received the following votes:
Proposal 1 – Bye-law and Memorandum 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 $25.6 million to $36.8 million by increasing the number of authorized shares of Class A Common Stock from 300,000,000 shares to 440,000,000 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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103,788,836
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336,802
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330
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0
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Proposal 2 – Rights and warrants issuance: The proposal for the Company to (a) issue non-transferable rights (the “Rights Offering”) to the shareholders of record as of the Rights Offering record date; and to (b) issue to Time Warner Media Holdings B.V. (i) a warrant exercisable for 30,000,000 shares of Class A Common Stock, subject to adjustment in accordance with the terms thereof and (ii) warrants exercisable for up to 84,000,000 shares of Class A Common Stock, subject to adjustment in accordance with the terms thereof, 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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103,792,854
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332,684
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430
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0
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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: April 14, 2014
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/s/ David Sturgeon
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David Sturgeon
Acting Chief Financial Officer
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