6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2016

Commission File Number:  001-37408

DHX Media Ltd.

(Name of registrant)

1478 Queen Street,

Halifax, Nova Scotia, Canada

B3J 2H7

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

¨    Form 20-F x    Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

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, thereunto duly authorized.

	DHX Media Ltd.
Date: December 16, 2016	By:	/s/ Mark Gosine
		Name:	Mark Gosine
		Title:	Corporate Secretary

Form 6-K Exhibit Index

Exhibit Number	Document Description
99.1	News Release Dated December 15, 2016
99.2	Report of Voting Results

EX-99.1

Exhibit 99.1

 

DHX MEDIA SHAREHOLDERS APPROVED ALL MATTERS AT
ANNUAL & SPECIAL MEETING

Halifax, NS – 15 December 2016 – DHX Media (or the "Company") (TSX: DHX.A, DHX.B; NASDAQ: DHXM), the world’s leading independent, pure-play children’s content company, reported that all nominees listed in its management information circular dated November 18, 2016, were elected as directors of the Company at its annual and special meeting of shareholders (the "Meeting"), held on December 15, 2016. In addition, PricewaterhouseCoopers LLP was re-appointed as the Company’s auditors, and the amendments to, and unallocated options under, the Company’s stock option plan were approved.

AGM Presentation

Management's presentation from the Meeting is available on the Company's website at http://www.dhxmedia.com/investors/.

The Company also announces the retirement of Sir Judson Graham Day from its Board of Directors. “Our company has benefitted enormously from Sir Graham’s counsel and advice,” said Michael Donovan, Executive Chairman of DHX Media. “On behalf of everyone at DHX Media, I would like to express our gratitude to Sir Graham for his service as our Lead Director for over ten years.”

The detailed results of the votes received for each director nominee were as follows:

	% of	% of
Directors	Votes For	Votes Withheld
Elizabeth Beale	99.94%	0.06%
David Colville	98.71%	1.29%
Michael Donovan	97.94%	2.06%
Deborah Drisdell	98.71%	1.29%
Dana Landry	99.97%	0.03%
Geoffrey Machum	99.97%	0.03%
Robert Sobey	98.74%	1.26%
Catherine Tait	99.65%	0.35%
Donald Wright	94.62%	5.38%

HALIFAX 1478 Queen St. 2^nd Floor Halifax, NS B3J 2H7 +1 902-423-0260 TORONTO Queen’s Quay Terminal 207 Queens Quay W. Suite 550 Toronto, ON M5J 1A7 +1 416-363-8034 VANCOUVER 190 Alexander St. 6^th Floor Vancouver, BC V6A 1B5 +1 604-684-2363 LOS ANGELES Sunset Media Center 6255 West Sunset Blvd. Suite 800 Hollywood, CA 90028 +1 323-790-8840 LONDON 1 Queen Caroline St. 2^nd Floor London, W6 9HQ, UK +44 20-8563-6400

 

For more information, please contact:

Investor Relations: Nancy Chan-Palmateer – Director, Investor Relations, DHX Media Ltd. 
nancy.chanpalmateer@dhxmedia.com
+1 416-977-7358

Financial Media: Shaun Smith – Director, Corporate Communications, DHX Media Ltd. 
shaun.smith@dhxmedia.com
+1 416-977-7230

About DHX Media

DHX Media Ltd. (www.dhxmedia.com) is the world’s leading independent, pure-play children’s content company. Owner of the world’s largest independent library of children’s content, at more than 11,800 half-hours, the Company is recognized globally for such brands as Teletubbies, Yo Gabba Gabba!, Caillou, In the Night Garden, Inspector Gadget, Make It Pop, Slugterra and the multiple award-winning Degrassi franchise. As a content producer and owner of intellectual property, DHX Media delivers shows that children love, licensing its content to major broadcasters and streaming services worldwide. Through its subsidiary, WildBrain, DHX Media also operates one of the largest networks of children’s content on YouTube. The company’s robust consumer products program generates royalties from merchandise based on its much-loved children’s brands. Headquartered in Canada, DHX Media has offices in 15 cities globally, and is listed on the Toronto Stock Exchange (DHX.A and DHX.B) and the NASDAQ Global Select Market (DHXM).

Disclaimer
This press release contains “forward-looking statements” under applicable securities laws with respect to DHX Media including, without limitation, statements regarding the business strategies and operational activities of DHX Media and its subsidiaries. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Company. Actual results or events may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include risk factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Company’s most recent Annual Information Form and annual Management Discussion and Analysis, which also form part of the Company’s annual report on Form 40-F filed with the SEC. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

HALIFAX 1478 Queen St. 2^nd Floor Halifax, NS B3J 2H7 +1 902-423-0260 TORONTO Queen’s Quay Terminal 207 Queens Quay W. Suite 550 Toronto, ON M5J 1A7 +1 416-363-8034 VANCOUVER 190 Alexander St. 6^th Floor Vancouver, BC V6A 1B5 +1 604-684-2363 LOS ANGELES Sunset Media Center 6255 West Sunset Blvd. Suite 800 Hollywood, CA 90028 +1 323-790-8840 LONDON 1 Queen Caroline St. 2^nd Floor London, W6 9HQ, UK +44 20-8563-6400

EX-99.2

Exhibit 99.2

DHX MEDIA LTD.

Report of Voting Results pursuant to Section 11.3 of National Instrument 51-102 – Continuous

Disclosure Obligations (“NI 51-102”)

Following the Annual and Special Meeting of shareholders of DHX Media Ltd. (the “Company”) held on December 15, 2016 (the “Meeting”), in accordance with Section 11.3 of NI 51-102, the Company hereby advises of the following voting results obtained at the Meeting:

Items Voted Upon		Voting Result
1.	Election of Directors	The nine (9) nominees for Directors who were proposed by management of the Company were elected pursuant to a vote conducted by ballot. The votes were cast for each nominee as follows:
			For	Withheld
		Elizabeth Beale David Colville Michael Donovan Deborah Drisdell Dana Landry Geoffrey Machum Robert Sobey Catherine Tait Donald Wright	99.94% 98.71% 97.94% 98.71% 99.97% 99.97% 98.74% 99.65% 94.62%	0.06% 1.29% 2.06% 1.29% 0.03% 0.03% 1.26% 0.35% 5.38%
2.	Appointment of PricewaterhouseCoopers LLP as the auditor of the Company and authorization of the Directors to fix the remuneration to be paid to the auditor	PricewaterhouseCoopers LLP were appointed as the Company’s auditor and the Directors were authorized to fix the remuneration to be paid to the auditors pursuant to a vote conducted by ballot; 99.98% of the votes were cast in favour and 0.02% withheld.
3.	Approval of certain amendments to, and unallocated options under, the Company’s stock option plan	The resolution set out in Appendix “A” to the management information circular of the Company dated November 18, 2016 approving certain amendments to, and unallocated options under, the Company’s stock option plan was approved pursuant to a vote conducted by ballot; 92.79% of the votes were cast in favour and 7.21% against.

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