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): July 23, 2020 (July 22, 2020)

 

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.)

 

7007 N.W. 77th Avenue, Miami, Florida

 

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 240.14d2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SBSAA

OTCQB Venture Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 July 22, 2020, 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 2020 Proxy Statement. There were 4,241,991 shares of Class A common stock, 2,340,353 shares of Class B common stock, and 380,000 shares of Series C preferred stock outstanding and entitled to vote at the meeting. Stockholders are entitled to one vote for each share of Class A common stock, ten votes for each share of Class B common stock, and two votes for each share of Series C preferred stock they hold. The following is a brief description of the matter voted on at the Annual Meeting and the final results of such voting:

 

 

Proposal.  Election of Directors

 

The six 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

24,467,559

75,865

Joseph A. García

24,468,102

75,322

Manuel E. Machado

24,499,162

44,262

Jason L. Shrinsky

24,496,374

47,050

José A. Villamil

24,499,102

44,322

Mitchell A. Yelen

24,497,151

46,273

 

 

 

 

 

 


 

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.
(Registrant)

 

 

 

July 23, 2020

By:

 

/s/ JOSÉ I. MOLINA

 

 

 

José I. Molina

 

 

 

Chief Financial Officer