UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 11, 2011
FISHER COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Washington | 000-22439 | 91-0222175 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 140 Fourth Avenue N., Suite 500, Seattle, Washington |
98109 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 206-404-7000
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:
| ¨ | 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)) |
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Fisher Communications, Inc. (the “Company”) with the Securities and Exchange Commission on May 17, 2011. Amendment No. 1 is being filed to amend Item 5.07 to include the final certified voting results received from the independent inspector of election for the Company’s annual meeting of shareholders. This Amendment No. 1 also adds Item 8.01 and Item 9.01 to include a press release issued by the Company dated May 19, 2011.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of May 11, 2011, the Board of Directors of Fisher Communications, Inc. (the “Company”) amended Section 3.2 of the Company’s Bylaws to reduce the size of the Company’s Board of Directors from ten (10) directors to nine (9) directors. As amended, the first sentence of Section 3.2 of the Bylaws currently reads as follows:
“3.2 Number and Tenure
The Board shall be composed of 9 directors.”
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Company’s 2011 Annual Meeting of Shareholders (the “Annual Meeting”) was held on May 11, 2011. At the Annual Meeting, the holders of 7,861,446 common shares of the Company were represented in person or by proxy constituting a quorum. The final voting results for each of the proposals submitted to a vote at the Annual Meeting, as certified to the Company by its independent inspector of election on May 19, 2011, are set forth below.
(1) At the Annual Meeting, the Company’s shareholders voted on the election of three Class 3 Directors to hold office until the 2014 Annual Meeting of Shareholders of the Company and until their respective successors have been elected and qualified, and one Class 1 Director to hold office until the 2012 Annual Meeting of Shareholders of the Company and until his successor has been elected and qualified. The final voting results are as follows:
Nominees of the Board of Directors of the Company
| Votes For | ||||
| Class 3 Directors |
||||
| Richard L. Hawley |
8,763,026 | |||
| Roger L. Ogden |
8,763,026 | |||
| Michael D. Wortsman |
0 | |||
| Class 1 Director |
||||
| Anthony B. Cassara |
0 | |||
Nominees of FrontFour Master Fund, Ltd., Event Driven Portfolio and FrontFour Capital Group, LLC
| Votes For | ||||
| Matthew Goldfarb |
6,856,054 | |||
| Stephen Loukas |
0 | |||
| John F. Powers |
5,720 | |||
| Joseph J. Troy |
6,857,094 | |||
As a result of cumulative voting for the election of directors, there were no withhold votes. Messrs. Hawley, Ogden and Troy were elected as Class 3 Directors of the Company and will hold office until the Company’s 2014 Annual Meeting of Shareholders and until their respective successors have been elected and qualified, and Mr. Goldfarb was elected as a Class 1 Director of the Company and will hold office until the 2012 Annual Meeting of Shareholders and until his successor has been elected and qualified.
(2) At the Annual Meeting, shareholders approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011. The final voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,774,128 |
85,150 | 2,168 | 0 |
(3) At the Annual Meeting, shareholders adopted the non-binding resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company’s 2011 Proxy Statement. The final voting results are as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,857,387 |
168,216 | 2,834,215 | 1,628 |
(4) A plurality of the Company’s shareholders favored annual shareholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 5,322,638 |
29,153 | 335,446 | 2,174,209 | 0 |
Consistent with the Board of Directors’ recommendation in the Company’s 2011 Proxy Statement and the voting results, the Company has determined to hold an advisory vote on the compensation of the Company’s named executive officers annually.
| Item 8.01. | Other Events. |
On May 19, 2011, the Company issued a press release regarding the final voting results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated May 19, 2011. |
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.
| FISHER COMMUNICATIONS, INC. | ||||||
| Dated: May 24, 2011 | By: | /S/ COLLEEN B. BROWN | ||||
| Name: Colleen B. Brown | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 |
Press Release, dated May 19, 2011. |
Exhibit 99.1
Fisher Communications Announces Voting Results From 2011 Annual Meeting of Shareholders
SEATTLE, WA, May 19, 2011 (MARKETWIRE via COMTEX) — Fisher Communications, Inc. (NASDAQ: FSCI), a leader in local media innovation, today announced that according to the final voting results for Fisher’s 2011 Annual Meeting of Shareholders provided by IVS Associates, the Meeting’s independent inspector of election, shareholders have elected two of Fisher’s director nominees and two of FrontFour Capital’s nominees.
Under Fisher’s articles of incorporation, which provide for cumulative voting, each company shareholder is entitled to one vote per share times the number of director positions up for election. For the 2011 Annual Meeting, each shareholder received four votes per share, which could have been cumulated for one nominee or distributed among any number of nominees.
Through its proxy cards, Fisher received votes representing more than 4.38 million shares that it could cumulate and allocate to its nominees, and the Board has decided to distribute those votes for current Fisher director, Richard L. Hawley, and new nominee, Roger L. Ogden. FrontFour’s nominees received votes representing approximately 3.43 million shares.
Messrs. Hawley and Ogden will be joined on the Fisher Board by Joseph J. Troy and Matthew Goldfarb. Messrs. Hawley, Ogden and Troy will serve as Class 3 directors with initial terms expiring in 2014, and, as the elected nominee receiving the fewest number of votes, Mr. Goldfarb will serve as a Class 1 director with an initial term expiring as of Fisher’s 2012 Annual Meeting. The Company also announced that the Board will elect a new Chairman in the near future.
Commenting on the announcement, Fisher Communications issued the following statement:
“We remain committed to building long-term value for all of our shareholders and we look forward to working with all of our newly elected directors to continue the operational and financial momentum that has enabled Fisher to deliver peer-leading growth. We are also very grateful to our departing Board members for their significant contributions and outstanding service to Fisher and our shareholders.
We also appreciate the consideration and support from our shareholders, as well as the valuable insights they have offered to our Board and management team. Finally, we want to recognize the hard work and dedication of our employees, who have played an instrumental role in transforming Fisher into a leader in local media innovation and helping to build the foundation for our future success.”
The Company has also announced that shareholders have approved the Company’s three other proposals on the agenda at the Annual Meeting, as recommended by the Company’s Board of Directors.
About Fisher Communications, Inc.
Fisher Communications (FSCI) is an innovative local media company with television, radio, internet and mobile operations throughout the western United States. Fisher owns and/or operates 13 full power television stations and 7 low power television stations which include network affiliations with ABC, CBS, FOX, Univision and CW that reach 3.5% of U.S. television households, and 10 radio stations targeting a full range of audience demographics. Fisher Interactive Network, its online division, produces more than 125 local and hyper-local websites and delivers comprehensive multiplatform advertising solutions to local businesses. The Company also owns and operates Fisher Plaza, a 300,000 square foot media, telecommunications, and data center facility located near downtown Seattle. The Company is headquartered in Seattle, WA. For more information about Fisher Communications, Inc., go to www.fsci.com.
Media Contact:
Sard Verbinnen & Co
Paul Kranhold
Ron Low
David Isaacs
(415) 618-8750