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 16, 2011
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State or other jurisdiction of incorporation and organisation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Mintflower Place, 4th floor
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HM 08
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8 Par-La-Ville Rd, Hamilton, Bermuda
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (441) 296-1431
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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the annual general meeting of Central European Media Enterprises Ltd. (the “Company”) held on May 16, 2011 the following matters were submitted to a vote of shareholders:
Proposal 1 – Election of Directors. All of the nominees were elected to serve as a Director of the Company until the next annual general meeting or until their respective successors have been elected and qualified, with the following votes:
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Director:
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Votes For
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Votes Withheld
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Ronald S. Lauder
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106,119,156
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242,290
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Herbert A. Granath
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106,025,613
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335,833
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Paul Cappuccio
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106,117,574
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243,872
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Michael Del Nin
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106,117,574
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243,872
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Charles R. Frank, Jr.
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106,242,984
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118,462
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Alfred W. Langer
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106,229,706
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131,740
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Fred Langhammer
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106,028,955
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322,491
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Bruce Maggin
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106,025,713
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335,733
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Parm Sandhu
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106,242,976
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118,470
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Adrian Sarbu
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106,183,570
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177,876
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Caryn Seidman Becker
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106,239,829
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121,617
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Duco Sickinghe
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106,242,626
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118,820
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Kelli Turner
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106,152,752
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208,294
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Eric Zinterhofer
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100,096,023
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6,267,067
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Proposal 2 – Selection of Auditors. Deloitte LLP was appointed as independent public accounting firm for the Company in respect of the fiscal year ended December 31, 2011 and the Directors, acting through the Audit Committee, were authorized to approve their fees.
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For
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Against
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Abstain
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108,527,355
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21,719
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7,222
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Proposal 3 – Advisory Vote on the Compensation of Named Executive Officers. The results of this non-binding vote were as follows:
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For
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Against
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Abstain
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Broker non-votes
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99,093,036
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7,263,355
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5,055
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2,194,850
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Proposal 4 – Advisory Vote on the Frequency of the Say-on-Pay Vote. The results of this non-binding vote were as follows:
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One year
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Two years
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Three years
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Abstain
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Broker non-votes
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8,255,505
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4,098
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98,129,110
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2,633
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2,194,850
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Based on the recommendation of the Board of Directors and the outcome of this advisory vote, the Company will conduct an advisory vote of shareholders every three years until the next required advisory vote on the frequency of shareholder votes on the compensation of named executive officers.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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Date: May 20, 2011
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/s/ David Sturgeon | ||
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David Sturgeon
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Deputy Chief Financial Officer
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