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 29, 2014

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15997	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)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ 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 21, 2014, the Board of Directors of Entravision Communications Corporation (the “Company”) approved the Fourth Amendment to the Company’s 2004 Equity Incentive Plan (the “Fourth Amendment”) in order to extend the term of the term of the Company’s 2004 Equity Incentive Plan to ten years after the date of the 2014 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), until May 29, 2024, subject to stockholder approval of the Fourth Amendment. At the Annual Meeting, the Company’s stockholders approved the Fourth Amendment. A copy of the Fourth Amendment is filed herewith as Exhibit 10.1.

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

On May 29, 2014, the Company held its Annual Meeting. As of the record date of April 11, 2014, there were a total of 60,974,640 shares of Class A common stock and 18,930,035 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 56,609,533 shares of Class A common stock and 18,930,035 shares of Class B 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 next annual meeting of stockholders; (ii) approved the Fourth Amendment to the Company’s 2004 Equity Incentive Plan; (iii) ratified the appointment of Grant Thornton LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014; and (iv) approved an advisory non-binding resolution relating to executive compensation. 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
Walter F. Ulloa		214,935,024		20,778,862		10,195,997
Philip C. Wilkinson		213,914,491		21,799,395		10,195,997
Paul A. Zevnik		202,926,766		32,787,120		10,195,997
Esteban E. Torres		225,060,195		10,653,691		10,195,997
Gilbert R. Vasquez		231,672,498		4,041,388		10,195,997
Jules G. Buenabenta		232,880,342		2,833,544		10,195,997
Patricia Diaz Dennis		235,142,611		571,275		10,195,997
Juan Saldivar von Wuthenau		208,706,371		27,007,515		10,195,997

2. Approval of the Fourth Amendment to the Company’s 2004 Equity Incentive Plan:

Votes For	216,650,858
Votes Against	18,997,574
Abstentions	65,454
Broker Non-Votes	10,195,997

3. Ratification of the appointment of Grant Thornton LLP, as the Company’s independent auditor for the fiscal year ending December 31, 2014:

Votes For	245,028,409
Votes Against	856,720
Abstentions	24,754
Broker Non-Votes	0

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

Votes For	230,411,840
Votes Against	2,717,844
Abstentions	782,770
Broker Non-Votes	11,997,429

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Fourth Amendment, dated as of May 21, 2014, to 2004 Equity Incentive Plan

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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: May 30, 2014	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT

TO THE

ENTRAVISION COMMUNICATIONS CORPORATION

2004 EQUITY INCENTIVE PLAN

This Fourth Amendment to the Entravision Communications Corporation 2004 Equity Incentive Plan (“Amendment”) is made effective as of May 21, 2014 (the “Effective Date”) by Entravision Communications Corporation, a Delaware corporation (the “Company”). All capitalized terms not defined in this Amendment shall be defined as set forth in the Plan.

WHEREAS, the Company maintains the Entravision Communications Corporation 2004 Equity Incentive Plan, as amended (the “Plan”);

WHEREAS, the Plan was originally adopted in 2004 with a reserve of 10,000,000 shares of Class A common stock of the Company (“Shares”), plus any Shares that subsequently became available for new grants under the terms of the Company’s 2000 Omnibus Equity Incentive Plan, and a ten year term that will expire on May 26, 2014;

WHEREAS, upon the recommendation of its Compensation Committee, the Board of Directors of the Company desires to amend the Plan to extend the term of the Plan until May 29, 2024, subject to stockholder approval of the extension of the term of the Plan; and

WHEREAS, the Board of Directors of the Company has recommended that this Amendment be submitted to the stockholders of the Company for approval at the Company’s 2014 annual meeting of stockholders, to be held on May 29, 2014.

1. NOW THEREFORE BE IT RESOLVED, that effective as of the Effective Date, the Plan is hereby amended as follows:

(a) The following sentences are added to the end of Section 1(b):

“This Plan originally became effective on May 26, 2004, the date on which it was first approved by the Company’s stockholders. An extension of the Plan was approved by the Board, subject to stockholder approval at the Company’s 2014 annual meeting of stockholders, to be held on May 29, 2014.”

(b) The definition of “Effective Date” in Section 2(n) is amended and restated in its entirety to read as follows:

‘“Effective Date” means May 26, 2004, the date the Company’s stockholders originally approved this Plan.’

(c) Section 14(a) is amended and restated in its entirety to read as follows:

“Term of Plan.    Unless earlier terminated by the Board or the Committee pursuant to Section 14(b), this Plan will terminate on May 29, 2024.”

2. All Other Provisions of the Plan Remain the Same.    Except as expressly provided in this Amendment, all other terms, conditions and obligations contained in the Plan shall remain unchanged and in full force and effect as provided for in the Plan.

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To record the adoption of this Amendment by the Board of Directors of the Company effective as of the Effective Date, the Company has caused its authorized officer to execute the same.

ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Walter F. Ulloa
Name:	Walter F. Ulloa
Title:	Chairman and Chief Executive Officer

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