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 18, 2011
Scripps Networks Interactive, Inc.
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-34004 | 61-1551890 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 312 Walnut Street, Cincinnati, Ohio | 45202 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 824-3200
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:
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders on May 18, 2011. The certified results of the matters voted upon at the meeting, which are more fully described in our proxy statement, are as follows:
| Description of Matters Submitted |
In Favor | Authority Withheld |
Broker Non-Votes |
|||||||||
| 1. Election of Directors: |
||||||||||||
| Class A Common Shares: |
||||||||||||
| David A. Galloway |
109,756,894 | 10,239,636 | 13,682,500 | |||||||||
| Dale C. Pond |
110,537,344 | 9,459,186 | 13,682,500 | |||||||||
| Ronald W. Tysoe |
96,877,467 | 23,119,063 | 13,682,500 | |||||||||
| Common Voting Shares: |
||||||||||||
| John H. Burlingame |
33,836,873 | — | 522,240 | |||||||||
| Michael R. Costa |
33,836,873 | — | 522,240 | |||||||||
| Kenneth W. Lowe |
33,836,873 | — | 522,240 | |||||||||
| Jarl Mohn |
33,836,873 | — | 522,240 | |||||||||
| Nicholas B. Paumgarten |
33,836,873 | — | 522,240 | |||||||||
| Mary McCabe Peirce |
33,836,873 | — | 522,240 | |||||||||
| Jeffrey Sagansky |
33,836,873 | — | 522,240 | |||||||||
| Nackey E. Scagliotti |
33,836,873 | — | 522,240 | |||||||||
| For | Abstain | Broker Non-Votes |
||||||||||
| 2. Advisory Vote on Executive Compensation: |
||||||||||||
| Common Voting Shares |
33,836,873 | — | 522,240 | |||||||||
| 3. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation: |
||||||||||||
| Common Voting Shares |
33,785,733 | 51,140 | 522,240 | |||||||||
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.
| SCRIPPS NETWORKS INTERACTIVE, INC. | ||
| By: | /s/ Joseph G. NeCastro | |
| Joseph G. NeCastro | ||
| Chief Administrative Officer and Chief Financial Officer | ||
Date: May 24, 2011