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EX-10.1 - EXHIBIT 10.1 - Starz Acquisition LLCstarz_form8-kxexhibit101x0.htm
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 14, 2016
 

Starz
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-35294
 
20-8988475
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 

8900 Liberty Circle
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
 
Registrant’s 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 5.07.             Submission of Matters to a Vote of Security Holders
 
At Starz’s annual stockholder meeting held on June 14, 2016, the following proposals were considered and acted upon by the stockholders of Starz.  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 of directors (the “Board”) to continue serving as Class III members of the Board until the 2019 annual stockholder meeting or their earlier resignation or removal:
 
Director Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
Gregory B. Maffei
 
110,293,356
 
23,683,249
 
37,956,003
 
Irving L. Azoff
 
133,101,776
 
874,829
 
37,956,003
 
Susan M. Lyne
 
133,093,438
 
883,167
 
37,956,003
 
 
Accordingly, the foregoing nominees were re-elected to the Board.
 
2.               A proposal to ratify the selection of KPMG LLP as Starz’s independent auditors for the fiscal year ending December 31, 2016 (the “Auditor Ratification Proposal”):
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
171,600,090
 
149,994
 
182,524
 
 
 
Accordingly, the Auditor Ratification Proposal was approved.

3.               A proposal to approve, on an advisory basis, the compensation of Starz’s named executive officers, as described in the proxy statement under the heading “Executive Compensation” (the “Say-on-Pay Proposal”):
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
132,416,205
 
1,257,468
 
302,932
 
37,956,003
 
 
Accordingly, the Say-on-Pay Proposal was approved.

4.              A proposal to adopt the Starz 2016 Omnibus Incentive Plan (the “Incentive Plan Proposal”):
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
97,866,571
 
35,754,921
 
355,113
 
37,956,003
 
 
Accordingly, the Incentive Plan Proposal was adopted.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Name
10.1
 
Starz 2016 Omnibus Incentive Plan.







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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 20, 2016
 
 
 
 
STARZ
 
 
 
 
 
By:
/s/ David I. Weil
 
 
Name:
David I. Weil
 
 
Title:
Chief Legal Officer

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EXHIBIT INDEX

Exhibit No.
 
Name
10.1
 
Starz 2016 Omnibus Incentive Plan.



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