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): March 12, 2019

TRIBUNE MEDIA COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-08572	36-1880355
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
515 North State Street, Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 222-3394

Not Applicable

(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))

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 March 12, 2019, Tribune Media Company (“Tribune”) held a Special Meeting of Stockholders (the “Special Meeting”) to consider proposals related to the Agreement and Plan of Merger, dated as of November 30, 2018 (the “Merger Agreement”), by and among Tribune, Nexstar Media Group, Inc. (“Nexstar”) and Titan Merger Sub, Inc., providing for the acquisition of all of the outstanding shares of Tribune common stock by Nexstar. A total of 64,157,242 shares of Tribune’s Class A common stock and Class B common stock were voted in person or by proxy, representing approximately 73% of Tribune’s Class A common stock and Class B common stock, counted as a single class, entitled to be voted, which constituted a quorum to conduct business at the Special Meeting.

Holders of Tribune’s Class A common stock and Class B common stock, voting as a single class, considered, and a majority approved, a proposal to adopt the Merger Agreement. Holders of Tribune’s Class A common stock considered, and a majority present in person or represented by proxy and entitled to vote on the compensation proposal approved a non-binding, advisory proposal on certain compensation that may be paid to the Tribune’s named executive officers in connection with the consummation of the transactions contemplated by the Merger Agreement, as described in Tribune’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 5, 2019.

As Tribune received the requisite approval from its stockholders to adopt the Merger Agreement, no vote was taken on the proposal to adjourn the Special Meeting to solicit additional proxies.

The final voting results of the stockholders vote at the Special Meeting are set forth below:

Proposal 1: Adoption of the Merger Agreement

	For		Against		Abstain
Total (Class A and Class B)		61,365,934		25,471		2,765,837

Proposal 2: Advisory (Non-binding) Vote on Compensation

	For		Against		Abstain
Class A		25,737,735		35,611,058		2,804,120

Item 8.01. Other Items.

On March 12, 2019, Tribune issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated March 12, 2019

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.

	TRIBUNE MEDIA COMPANY
Date: March 12, 2019	By:	/s/ Chandler Bigelow
		Chandler Bigelow
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Tribune Media Company Stockholders Approve Nexstar Merger

NEW YORK, March 12, 2019—Tribune Media Company (the “Company”) (NYSE: TRCO) announced that at a special meeting held today, the stockholders of the Company voted overwhelmingly to approve the Company’s previously announced acquisition by Nexstar Media Group, Inc. (“Nexstar”).

More than 95 percent of the votes cast by the Company’s Class A common stockholders and Class B common stockholders, voting as a single class, entitled to vote at the special meeting, voted to approve the merger, which represents approximately 73 percent of the shares of the Company’s Class A common stock and Class B common stock outstanding as of the special meeting record date. The Company will file a Form 8-K disclosing the full voting results.

“We’re extremely pleased with today’s vote,” said Peter Kern, Tribune Media Company’s chief executive officer. “It confirms that our stockholders clearly recognize the significant value we expect to be delivered by this merger. We look forward to continuing our work with Nexstar to obtain the necessary regulatory approvals that will enable us to close this transaction later this year.”

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Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching approximately 49 million households, national entertainment cable network WGN America, whose reach is more than 75 million households, Tribune Studios, and a variety of digital applications and websites commanding 49 million monthly unique visitors online. Tribune Media also includes Chicago’s WGN-AM, the national multicast networks Antenna TV and THIS TV and Covers Media Group, an unrivaled source of online sports betting information. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds a variety of investments, including a 31% interest in Television Food Network, G.P., which operates Food Network and Cooking Channel. For more information please visit www.tribunemedia.com.

INVESTOR & MEDIA CONTACT:

Gary Weitman

SVP/Corporate Relations

(312) 222-3394 (Office)

gweitman@tribunemedia.com

FORWARD-LOOKING STATEMENTS

Certain statements and information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the Company’s and Nexstar’s anticipated financial performance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that the Company and Nexstar intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. The Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in the proxy statement and other reports that the Company has filed with the SEC; general economic, market, or business conditions; risks associated with the ability to consummate the business combination between the Company and Nexstar and the timing of the closing of the business combination; the risk that a regulatory approval that may be required for the merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; pricing fluctuations in local and national advertising; future regulatory actions and conditions in the television stations’ operating areas; competition from others in the broadcast television markets; volatility in programming costs; the ability to successfully integrate the Company’s and Nexstar’s operations and employees; the ability to realize anticipated benefits and synergies of the business combination; the potential impact of announcement of the business combination or consummation of the transaction on relationships, including with employees, customers and competitors; and other circumstances beyond the Company’s and Nexstar’s control. You should not place undue reliance on these forward-looking statements. For more details on factors that could affect these expectations, please see the Company’s filings with the SEC, including the proxy statement.