-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsStRGhxPHTPoG7c4fSHRptYCN6UiAZl5OEbO0mYrRwajoFK0RuZTVTSxO0G+tgw ymG+TtdLlYjwlYgAXEvf2A== 0001299933-10-002028.txt : 20100518 0001299933-10-002028.hdr.sgml : 20100518 20100518163115 ACCESSION NUMBER: 0001299933-10-002028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100512 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100518 DATE AS OF CHANGE: 20100518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22439 FILM NUMBER: 10842870 BUSINESS ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 BUSINESS PHONE: 2064047000 MAIL ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 FORMER COMPANY: FORMER CONFORMED NAME: FISHER COMPANIES INC DATE OF NAME CHANGE: 19970226 8-K 1 htm_37681.htm LIVE FILING FISHER COMMUNICATIONS, INC. (Form: 8-K)  

 


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):   May 12, 2010

FISHER COMMUNICATIONS, INC.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Washington 000-22439 91-0222175
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) 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))


Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 12, 2010, the shareholders of Fisher Communications, Inc. (the “Company”) approved, among other things, the Fisher Communications, Inc. Amended and Restated 2008 Equity Incentive Plan (the “Plan”) at the annual meeting of shareholders (the “Annual Meeting”), which incorporated an amendment to increase the number of shares authorized for issuance thereunder by 300,000 shares, from 300,000 shares to 600,000 shares. Shareholder approval of the Plan also ensures that the Company continues to have the flexibility to grant awards under the Plan that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The following is a summary of the principal provisions of the Plan. The following summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which was filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2010.

The Compensation Committee (the “Committee”) of the Company’s Board of Directors will continue to administer the Plan. Under the terms of the Plan, the Committee has the authority to, among other things, select eligible individuals to whom awards are granted, determine the types of awards to be granted and the number of shares of the Company’s common stock subject to each award, determine the terms, conditions and provisions of such awards, interpret and administer the Plan and any instrument evidencing an award, notice or agreement executed or entered into under the Plan, and make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

Awards may be granted under the Plan to employees, officers and directors of the Company and its affiliates as selected by the Committee. However, the Committee currently intends to grant awards under the Plan only to key employees and directors. Under the Plan, the Committee may grant incentive and nonqualified stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance shares, performance units and other stock or cash-based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award.

The Plan originally became effective on April 30, 2008, the date of its original approval by the Company’s shareholders, and it will expire (unless sooner terminated by the Board or the Committee) on April 30, 2018. Generally, the Board or the Committee may amend, suspend or terminate all or any portion of the Plan at any time, but such amendment, suspension or termination may not, without the participant’s consent, materially adversely affect any rights under any outstanding award. The Board’s and Committee’s right to amend the Plan is subject to shareholder approval to the extent necessary to comply with applicable law, stock exchange rules or regulatory requirements

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 12, 2010. At the Annual Meeting, the Company’s shareholders voted on the following matters:

  (1)   The three nominees for election as directors of the Company each for a term of three years or until their successors have been elected and qualified, received the following votes:

                         
Nominee   For   Withheld   Broker Non-Votes
Colleen B. Brown
    5,379,257       2,132,157       521,296  
Donald G. Graham, III
    5,628,287       1,883,127       521,296  
Brian P. McAndrews
    5,873,173       1,638,241       521,296  

  (2)   The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm received the following votes:

                 
For   Against   Abstain
7,980,640
    50,203       1,867  

  (3)   The proposal to approve the Company’s Amended and Restated 2008 Equity Incentive Plan received the following votes:

                         
For   Against   Abstain   Broker Non-Votes
6,594,119
    885,839       31,456       521,296  

  (4)   The proposal requesting that the Company’s Board take the necessary steps to increase the size of the Board to twelve directors received the following votes:

                         
For   Against   Abstain   Broker Non-Votes
233,358
    7,259,282       18,774       521,296  

  (5)   The proposal amending the Company’s Bylaws to require shareholder approval for certain Company acquisitions for which the consideration paid by the Company would exceed $35 million received the following votes:

                         
For   Against   Abstain   Broker Non-Votes
2,271,280
    5,224,373       15,761       521,296  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

         
Exhibit No.   Description
  10.1    
Fisher Communications, Inc. Amended and Restated 2008 Equity
Incentive Plan, incorporated herein by reference to Appendix A to
the Company’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 7, 2010
(File No. 000-22439).


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.
          
May 18, 2010   By:   /s/ Joseph L. Lovejoy
       
        Name: Joseph L. Lovejoy
        Title: Senior Vice President & Chief Financial Officer
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