false0001109116ENTRAVISION COMMUNICATIONS CORP00011091162024-05-302024-05-30

 

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 30, 2024

 

 

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15997

95-4783236

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2425 Olympic Boulevard

Suite 6000 West

 

Santa Monica, California

 

90404

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 310 447-3870

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock

 

EVC

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

On May 30, 2024, Entravision Communications Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the record date of April 17, 2024, there were a total of 80,374,875 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 72,013,636 shares of Class A common stock were present in person or by proxy, representing a quorum.

At the Annual Meeting, the Company’s stockholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the 2025 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, on an advisory, non-binding basis, the compensation of our named executive officers; (iv) approved an amendment and restatement of the Company's 2004 Equity Incentive Plan, as previously amended to, among other things, increase the number of shares of our Class A common stock authorized for issuance thereunder by 7,500,000 shares; (v) approved the Company's 2024 Employee Stock Purchase Plan; and (vi) approved the amendment and restatement of the Company's Third Amended and Restated Certificate of Incorporation to provide for the exculpation of officers to the fullest extent permitted by Delaware law. The results of the voting at the Annual Meeting on each such matter are set forth below.

1. Election of Directors:

Name

For

Withheld

Broker Non-Votes

Paul Anton Zevnik

53,765,497

 

10,102,390

 

8,145,749

Gilbert R. Vasquez

55,824,800

 

8,043,087

 

8,145,749

Martha Elena Diaz

55,518,124

 

8,349,763

 

8,145,749

Fehmi Zeko

56,003,166

 

7,864,721

 

8,145,749

Thomas Strickler

55,685,264

 

8,182,623

 

8,145,749

Brad Bender

55,748,271

 

8,119,616

 

8,145,749

Michael Christenson

 

63,632,938

 

234,949

 

8,145,749

Lara Sweet

 

56,730,163

 

8,137,724

 

8,145,749

2. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

Votes For

71,527,650

Votes Against

478,828

Abstentions

7,158

Broker Non-Votes

0

3. Approval of Executive Compensation (Non-Binding Advisory Resolution):

Votes For

49,537,454

Votes Against

13,641,680

Abstentions

688,753

Broker Non-Votes

8,145,749

4. Amendment and restatement of the Company's 2004 Equity Incentive Plan:

Votes For

38,493,269

Votes Against

25,296,554

Abstentions

76,064

Broker Non-Votes

8,145,749

5. Approval of the Company's 2024 Employee Stock Purchase Plan:

Votes For

63,686,567

Votes Against

138,232

Abstentions

43,088

Broker Non-Votes

8,145,749

6. Amendment and restatement of the Company's certificate of incorporation:

Votes For

52,385,236

Votes Against

11,452,259

Abstentions

30,392

Broker Non-Votes

8,145,749

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.

 

 

 

Entravision Communications Corporation

 

 

 

 

Date:

June 3, 2024

By:

/s/ Michael Christenson

 

 

 

Michael Christenson, Chief Executive Officer