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): June 6, 2014

 

 

 

LOGO

SPANISH BROADCASTING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-27823   13-3827791

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7707 NW 77th Avenue   33166
(Address of principal executive offices)   (Zip Code)

(305) 441-6901

(Registrant’s telephone number, including area code)

(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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

Election of Common Stock Directors

On June 6, 2014, Spanish Broadcasting System, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). The stockholders considered and voted on one proposal submitted for stockholder vote, which is described in detail in the Company’s 2014 Proxy Statement. There were 4,166,991 shares of Class A common stock and 2,340,353 shares of Class B common stock outstanding and entitled to vote at the meeting. Common stockholders are entitled to one vote for each share of Class A common stock and ten votes for each share of Class B common stock. The following is a brief description of the matters voted on at the Annual Meeting and the final results of such voting:

The six Common Stock Directors were elected at the Annual Meeting to hold office until such time as their respective successors have been duly elected and qualified based upon the following votes:

 

Nominee Common Stock Directors

   Votes For      Votes Against/
Withheld
 

Raúl Alarcón

     24,373,189         558,666   

Joseph A. Garcia

     24,363,326         568,529   

Manuel E. Machado

     24,919,907         11,948   

Jason L. Shrinsky

     24,922,763         9,092   

Jose A. Villamil

     24,919,747         12,108   

Mitchell A. Yelen

     24,913,940         17,915   

Election of Preferred Stock Directors

As described in the Company’s 2014 Proxy Statement, the Company was informed by a holder of more than 10% of its Series B preferred stock that such holder intended to nominate two directors to the Company’s Board of Directors at the Annual Meeting pursuant to its rights under the Certificate of Designations governing the rights of the Series B preferred stock (the “Preferred Stock Directors”).

At the Annual Meeting, Lehman Brothers Holding Inc. nominated Alan Miller and Gary Stone as Preferred Stock Directors. There were 90,549 shares of Series B preferred stock outstanding and entitled to vote. Preferred stockholders are entitled to one vote for each share of Series B preferred stock. The two Preferred Stock Directors were elected at the Annual Meeting to hold office until such time as their respective successors have been duly elected and qualified based upon the following votes:

 

Nominee Preferred Stock Directors

   Votes For      Votes Against/
Withheld
 

Alan Miller

     67,946         0   

Gary Stone

     67,946         0   


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.

 

 

    SPANISH BROADCASTING SYSTEM, INC.
June 12, 2014     By:  

    /s/ Joseph A. García

      Joseph A. García
      Chief Financial Officer, Chief Administrative Officer
      Sr. Executive Vice President and Secretary