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 event reported): November 29, 2017

HEMISPHERE MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of Incorporation) 001-35886  (Commission File Number) 80-0885255 (I.R.S. Employer Identification Number)

4000 Ponce de Leon Boulevard

Suite 650

Coral Gables, FL 33146

           (Address of principal executive offices) (Zip Code)

(305) 421-6364

(Registrant’s telephone number, including area code)

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):

☐  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))

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2017, Jose E. Ramos, notified Hemisphere Media Group, Inc. (the “Company”) that he intends to retire from his position of President and General Manager of WAPA-TV, a division of Televicentro of Puerto Rico, LLC (“Televicentro”), an indirect wholly-owned subsidiary of the Company, effective on a date to be determined during the first half of the fiscal year ending December 31, 2018.  Mr. Ramos will continue to work with the WAPA-TV and the Company as necessary to assist with the transition of his responsibilities for a period of time mutually convenient to the Company and Mr. Ramos.

On November 29, 2017, the Company also announced that Mr. Ramos will be succeeded by Javier Maynulet, who is expected to assume the role of President and General Manager of WAPA-TV effective upon Mr. Ramos’ retirement.  Prior to Mr. Ramos’ retirement, Mr. Maynulet shall serve as the Chief Operating Officer of WAPA-TV, effective December 1, 2017.  Mr. Maynulet, 43, most recently served as Senior Vice President and Chief Financial Officer of Univision Networks where he was responsible for financial reporting and planning for the Networks division as well as several emerging cable networks. From 2009 to 2014, Mr. Maynulet was the Senior Vice President and Chief Financial Officer of Telemundo Media where he had financial responsibility for the Telemundo Network and Stations, cable networks, digital media, Telemundo International Distribution and Telemundo Studios. He was also responsible for overall controllership, strategic and tactical planning and analysis, as well as the short and long-term financial planning process for Telemundo Media. Prior to this, Mr. Maynulet held several senior level positions, including Senior Vice President, Chief Financial Officer of Universal Media Studios & Universal Cable Productions at NBCUniversal and earlier as Director of Finance at NBC owned WTVJ and WSCV in Miami. 

Mr. Maynulet does not have any family relationship with any director, executive officer or person nominated or serving as a director or executive officer of the Company. Other than his employment relationship, Mr. Maynulet does not have a direct or indirect material interest in any transaction in which the Company is a participant. 

On November 29, 2017, the Company, Televicentro and Mr. Maynulet entered into an employment agreement (the "Maynulet Agreement") pursuant to which Mr. Maynulet will serve as the Chief Operating Officer of WAPA-TV for a term beginning on December 1, 2017 until December 31, 2020, and upon the resignation or termination of Mr. Ramos, Mr. Maynulet will serve as the President and General Manager of WAPA-TV.

Under the Manyulet Agreement, Mr. Maynulet’s base salary will be $450,000 and, beginning with the fiscal year ending December 31, 2018, Mr. Maynulet will be eligible to earn an annual bonus based on the attainment of a certain percentage of the Company’s performance goals.  The annual bonus shall be equal to 18.75% of base salary if the Company achieves at least 80% of its performance goals and 25% of base salary if the Company achieves at least 100% of its performance goals (the “Target Bonus”), with the actual bonus based on linear interpolation between performance goal achievement between 80% and 100%.  For the fiscal year ending December 31, 2018, Mr. Maynulet will also be eligible to earn a discretionary bonus based on Televicentro’s performance, with a target discretionary bonus of 25% of base salary.  In addition, Mr. Maynulet is entitled to a $50,000 signing bonus, which is subject to repayment if Mr. Maynulet voluntarily resigns or is terminated for cause within two years of his commencement of employment.

The Maynulet Agreement provides that Mr. Maynulet will be granted an option to purchase 55,000 shares of Company common stock (“Stock”) and 55,000 restricted shares of Stock (the “Equity Awards”).  The Equity Awards will vest in three equal annual installments.

The Maynulet Agreement further provides that Mr. Maynulet is entitled to participate in all of the Company’s benefit plans and programs commensurate with his position at the Company, travel

reimbursements during the first year of employment and an automobile allowance of up to $1,000 per month.

Under the Maynulet Agreement, if Mr. Maynulet’s employment is terminated by the Company without cause, Mr. Maynulet will be entitled to an amount equal to one times his base salary and Target Bonus paid over the twelve-month period following termination.  If Mr. Maynulet’s employment is terminated due to death or disability, Mr. Maynulet will be entitled to a pro rata amount of the actual annual bonus he would have received had he remained employed through the year of his termination. The severance payments and benefits are subject to Mr. Maynulet’s execution of a release of claims. Following the termination of employment Mr. Maynulet is subject to a one year non-compete and non-solicit covenant.

The description of the Maynulet Agreement is qualified in its entirety by reference to the full text of the agreement which will be filed with the Company’s Annual Report on Form 10-K for the period ending December 31, 2017.

Item 7.01.  Regulation FD Disclosure.

On November 29, 2017, the Company issued a press release in connection with the aforementioned changes to the management at WAPA-TV. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this item.

The information included in Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Act of 1933 or the Exchange Act if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

ExhibitNo.	Description of Exhibit
99.1	Press Release issued by the Company on November 29, 2017

 

EXHIBIT INDEX

ExhibitNo.	Description of Exhibit
99.1	Press Release issued by the Company on November 29, 2017

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 thereunto duly authorized.

	HEMISPHERE MEDIA GROUP, INC.
Date: November 29, 2017	By:	/s/ Alex J. Tolston
		Name: Alex J. Tolston
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

Hemisphere Media Group Names Javier Maynulet President of WAPA-TV; Announces Upcoming Retirement of Current President, Jose Ramos

MIAMI, FL – November 29, 2017 - Hemisphere Media Group, Inc. (NASDAQ:HMTV) ("Hemisphere" or the "Company"), the only publicly traded pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with leading television and digital content platforms, announced today that Jose Ramos, President and General Manager of WAPA-TV, plans to retire in the first half of 2018. The Company has named Javier Maynulet as Mr. Ramos’ successor. Mr. Ramos will work closely with Mr. Maynulet to ensure a smooth transition.

Alan J. Sokol, President and Chief Executive Officer, said, “Joe is a world-class television executive who, over the last 20 years, has led WAPA’s rise as one of the leading broadcasters in the world. Under Joe’s leadership, WAPA moved from the #3 rated network in Puerto Rico to #1 in under two years.  Over the past three months, Joe’s strong, yet calm guidance has provided a beacon of strength and stability to co-workers and numerous others in Puerto Rico following Hurricanes Irma and Maria.  Because of Joe’s tireless work, WAPA never stopped broadcasting, providing Puerto Ricans on and off the Island critical and timely news and information.  It has been a terrific honor to work with Joe and we wish him all the best in his next phase of life.”

Mr. Ramos commented, “It has been a great honor and privilege to work and partner with the incredible team at WAPA, offering Puerto Ricans best in class news and entertainment. I am extremely proud of our achievements, including becoming the clear market leader in such a short period of time, and then sustaining it for the past eight years.  While Hurricanes Irma and Maria have challenged the people of Puerto Rico and our business, I have no doubt that we will overcome all obstacles, and both Puerto Rico and WAPA will emerge in even better shape that prior to the storms.

“I am also delighted that Javier has been appointed as my successor. His significant experience in managing established networks like WAPA gives me great confidence that he will serve as a strong ambassador to both the Island and its people. I look forward to working closely with him to ensure a smooth transition.”

Mr. Maynulet comes to Hemisphere with over 20 years of financial management and operational experience in media, with a strong focus on Spanish-language television. He most recently served as SVP and Chief Financial Officer of Univision Networks, where he was responsible for financial reporting and planning for the Networks division, as well as a number of emerging cable networks. From 2009 to 2014, Mr. Maynulet was the SVP and CFO of Telemundo Media, where he had financial responsibility for the Telemundo Network and Stations, cable networks, digital media, Telemundo International Distribution and Telemundo Studios. He was also responsible for overall controllership, strategic and tactical planning and analysis for Telemundo Media. Prior to this, Mr. Maynulet held several senior level positions, including SVP, CFO Universal Media Studios & Universal Cable Productions at NBCUniversal and earlier as

Director of Finance at NBC owned WTVJ and WSCV in Miami.  Mr. Maynulet received the GE Finance Leadership Award in 2008 and was named Most Powerful and Influential Latino in Entertainment by the Imagen Foundation in 2008 and 2013.

Mr. Sokol continued, “I am excited to welcome Javier. We are very fortunate to have Javier succeed Joe.  Javier has vast operational and financial expertise, a deep understanding of Hispanic media, and tremendous passion for Puerto Rico.  I am confident in his ability to successfully build upon the strong foundation that Joe has established and I look forward to his contributions to the business and to our great team in Puerto Rico.”

Mr. Maynulet commented, “I am humbled and excited by the opportunity to lead WAPA, particularly during a time of profound challenge and unprecedented change in Puerto Rico. Having been born and raised in Puerto Rico, I recognize the tremendous importance and potential of this market, and I welcome the opportunity to leverage my background to build upon WAPA’s leading market position. I want to thank Alan, Joe and the entire Hemisphere team for their confidence and I look forward to the opportunities ahead.”

About Hemisphere Media Group, Inc.

Hemisphere Media Group, Inc. (NASDAQ:HMTV) is the only publicly traded pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with leading broadcast and cable television and digital content platforms. Headquartered in Miami, Florida, Hemisphere owns and operates five leading U.S. Hispanic cable networks, two Latin American cable networks, and the leading broadcast television network in Puerto Rico, and has ownership interests in REMEZCLA, an influential digital media company, Canal 1, a new broadcast television network in Colombia and PANTAYA, a Spanish-language OTT service in the U.S.

Contact:

Erica Bartsch

Sloane & Company

212-446-1875

ebartsch@sloanepr.com