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 27, 2021

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)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

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))

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

(e) On April 29, 2021, the Board of Directors of Entravision Communications Corporation (the “Company”) approved the Sixth Amendment (the “Sixth Amendment”) to the Company’s 2004 Equity Incentive Plan (as amended, the “Plan”) in order to increase the number of shares available for issuance under the Plan by 8,000,000 shares and extend the term of the term of the Plan until May 27, 2031, subject, in each case, to stockholder approval of the Sixth Amendment. On May 27, 2021, at the 2021 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), the Company’s stockholders approved the Sixth Amendment. A copy of the Sixth Amendment is filed herewith as Exhibit 10.1.

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

On May 27, 2021, the Company held its Annual Meeting.  As of the record date of April 5, 2021, there were a total of 60,765,450 shares of Class A common stock and 14,927,613 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 40,741,235 shares of Class A common stock and 14,927,613 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 seven persons listed below under “Election of Directors” to serve as a director of the Company until the next annual meeting of stockholders; and (ii) approved the Sixth Amendment to the Company’s 2004 Equity Incentive Plan.  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	188,069,663	1,947,702	0
Paul A. Zevnik	165,395,351	24,622,014	0
Gilbert R. Vasquez	154,946,073	35,071,292	0
Patricia Diaz Dennis	155,099,292	34,918,073	0
Juan Saldívar von Wuthenau	187,199,889	2,817,476	0
Martha Elena Diaz	162,330,312	27,687,053	0
Fehmi Zeko	187,673,529	2,343,836	0

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

Votes For	164,777,463
Votes Against	24,360,798
Abstentions	879,104
Broker Non-Votes	0

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

10.1†	Sixth Amendment, dated as of May 27, 2021, to 2004 Equity Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
†	Management contract or compensatory plan, contract or arrangement.

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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:  June 1, 2021	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer

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EX-10.1

Exhibit 10.1

SIXTH AMENDMENT

TO THE

ENTRAVISION COMMUNICATIONS CORPORATION

2004 EQUITY INCENTIVE PLAN

This Sixth Amendment to the Entravision Communications Corporation 2004 Equity Incentive Plan (“Amendment”) is made effective as of May 27, 2021 (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.

WHEREAS, the Board of Directors desires to increase the share reserve under the Plan by 8,000,000 Shares (which Shares may also be granted as Incentive Stock Options) to meet the Company’s equity award needs for the next five to eight years.

WHEREAS, the Plan currently has an expiration date of May 29, 2024.

WHEREAS, the Board of Directors would like to extend the term of the Plan from May 29, 2024 to May 27, 2031, subject to stockholder approval.

WHEREAS, the Board of Directors of the Company has recommended that these Amendments be submitted to the stockholders of the Company for approval at the Company’s 2021 annual meeting of stockholders to be held on May 27, 2021.

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):

“An extension of the Plan was approved by the Board, subject to stockholder approval at the Company’s 2021 annual meeting of stockholders, to be held on May 27, 2021.”

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

“Unless earlier terminated by the Board or the Committee pursuant to Section 14(b), this Plan will terminate on May 27, 2031.”

(c)Section 6(a) is amended and restated in its entirety to read as follows:

“Subject to adjustment as provided in Section 16, an aggregate of 18,000,000 Shares, plus the number of Shares described in Section 6(c), are reserved for issuance under this Plan. The number of Shares reserved for issuance under this Plan shall be reduced only by the number of Shares delivered in payment or settlement of Awards. Notwithstanding the foregoing, the Company may issue only 18,000,000 Shares upon the exercise of Incentive Stock Options.”

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.

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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Document and Entity Information	May 27, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 27, 2021
Entity Registrant Name	ENTRAVISION COMMUNICATIONS CORP
Entity Central Index Key	0001109116
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	EVC
Security Exchange Name	NYSE
Entity File Number	001-15997
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4783236
Entity Address, Address Line One	2425 Olympic Boulevard
Entity Address, Address Line Two	Suite 6000 West
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	310
Local Phone Number	447-3870
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false