8-K 1 a11-14271_18k.htm 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

 

Commission File Number 000-26076

event reported) June 2, 2011

 

 

 

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant)

 

Maryland

 

52-1494660

(State of organization)

 

(I.R.S. Employer Identification Number)

 

10706 Beaver Dam Road

Hunt Valley, MD 21030

(Address of principal executive offices and zip code)

 

(410) 568-1500

(Registrant’s telephone number, including area code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

SINCLAIR BROADCAST GROUP, INC.

 

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

 

The annual meeting of shareholders of the Company was held on June 2, 2011.  At the meeting, four items, as set forth in the Proxy Statement, were submitted to the shareholders for a vote.

 

Proposal 1: Election of Directors

 

In response to Proposal 1, the shareholders elected all persons nominated for directors as set forth in the Proxy Statement, for a term expiring at the next annual shareholders meeting in 2012 or until their respective successors have been elected and qualified.  The table below sets forth the results of the voting for nominated directors:

 

Election of Directors

 

For

 

Against or
Withheld

 

Broker Non-Votes

 

David D. Smith

 

306,439,123

 

13,214,070

 

14,433,362

 

Frederick G. Smith

 

306,154,667

 

13,498,526

 

14,433,362

 

J. Duncan Smith

 

306,155,514

 

13,497,679

 

14,433,362

 

Robert E. Smith

 

306,145,781

 

13,507,412

 

14,433,362

 

Basil A. Thomas

 

300,715,335

 

18,937,858

 

14,433,362

 

Lawrence E. McCanna

 

316,802,679

 

2,850,514

 

14,433,362

 

Daniel C. Keith

 

309,643,254

 

10,009,939

 

14,433,362

 

Martin R. Leader

 

316,904,406

 

2,748,787

 

14,433,362

 

 

There were no abstentions with respect to Proposal 1.

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm

 

In response to Proposal 2, the shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2011.  The table below sets forth the results of the voting for the ratification of PricewaterhouseCoopers, LLP:

 

For

 

Against

 

Abstain

 

331,681,740

 

2,343,839

 

60,976

 

 

There were no broker non-votes with respect to Proposal 2.

 

2


 

Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation

 

In response to Proposal 3, the shareholders approved by a non-binding advisory vote our executive compensation.  The table below sets forth the results of the voting for our executive compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

316,102,960

 

2,631,368

 

918,865

 

14,433,362

 

 

Proposal 4: A Non-Binding Advisory Vote on the Frequency of Advisory Votes on our Executive Compensation

 

In response to Proposal 4, the shareholders approved by a non-binding advisory vote a triennial advisory vote on our executive compensation.  The table below sets forth the results of the voting for the frequency vote on our executive compensation:

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Broker Non-
Votes

 

288,235,718

 

212,181

 

22,654,824

 

8,550,470

 

14,433,362

 

 

The Board of Directors have considered the outcome of this vote and determined to implement a triennial advisory vote on the compensation of the Company’s named executive officers.

 

3


 

SIGNATURE

 

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.

 

 

SINCLAIR BROADCAST GROUP, INC.

 

 

 

 

 

By:

/s/ David R. Bochenek

 

Name:

David R. Bochenek

 

Title:

Vice President / Chief Accounting Officer

 

 

Dated: June 3, 2011

 

 

4