UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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 |
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For |
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Withheld |
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Broker Non-Votes |
Walter F. Ulloa |
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188,069,663 |
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1,947,702 |
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0 |
Paul A. Zevnik |
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165,395,351 |
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24,622,014 |
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0 |
Gilbert R. Vasquez |
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154,946,073 |
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35,071,292 |
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0 |
Patricia Diaz Dennis |
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155,099,292 |
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34,918,073 |
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0 |
Juan Saldívar von Wuthenau |
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187,199,889 |
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2,817,476 |
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0 |
Martha Elena Diaz |
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162,330,312 |
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27,687,053 |
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0 |
Fehmi Zeko |
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187,673,529 |
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2,343,836 |
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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.
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ENTRAVISION COMMUNICATIONS CORPORATION |
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Date: June 1, 2021 |
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By: |
/s/ Walter F. Ulloa |
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Walter F. Ulloa |
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Chairman and Chief Executive Officer |
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