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 of 1934

Date of Report (Date of earliest event reported): May 22, 2015 (May 21, 2015)

 

 

New Media Investment Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36097   38-3910250

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1345 Avenue of the Americas

New York, NY 10105

212-479-3160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨ 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 Stockholders held on May 21, 2015, the stockholders of New Media Investment Group Inc. (the “Company”) voted on the matters described below.

 

  1. The Company’s stockholders elected one Class I director of the Company, which constitutes all the directors of such class. The number of shares that: (i) voted for the election of the director; (ii) withheld authority to vote for the director; and (iii) represent broker non-votes with respect to the director is summarized in the table below.

 

Director Nominee

  

Votes For

  

Votes

Withheld

  

Broker

Non-Votes*

Laurence Tarica

   27,402,120    2,504,282    9,276,073

 

  2. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015. The results of the vote taken were as follows:

 

Votes For

  

Votes Against

  

Abstentions

39,082,308

   79,426    20,742

 

  3. The Company’s stockholders voted, on an advisory basis, on the Company’s executive compensation. The results of the vote taken were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes*

29,667,887

   190,234    48,281    9,276,073

 

  4. The Company’s stockholders voted, on an advisory basis, on the frequency of future advisory votes on executive compensation. The Company’s stockholders voted on whether future advisory votes on executive compensation will occur every one, two or three years. The results of the vote were as follows:

 

Every 1 Year

  

Every 2 Years

  

Every 3 Years

  

Abstentions

  

Broker Non-Votes*

27,081,492

   35,185    2,730,985    58,740    9,276,073

In accordance with the frequency receiving the majority of votes cast, the Company’s Board of Directors has determined that the frequency of future advisory votes on executive compensation will occur every one year.

 

* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the advisory vote on executive compensation or the frequency of the advisory vote on executive compensation.


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.

 

NEW MEDIA INVESTMENT GROUP INC.

/s/ Michael E. Reed

Michael E. Reed
Chief Executive Officer
Date: May 22, 2015