UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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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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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.
Hemisphere Media Group, Inc.’s (the “Company”) 2022 Annual Meeting of Stockholders was convened and adjourned on May 12, 2022 without conducting any business and reconvened and held on May 31, 2022 (the “Annual Meeting”). Only holders of the Company’s capital stock at the close of business on March 23, 2022 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 20,717,826 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”) and 19,720,381 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”) entitled to vote in the election of directors and on each matter submitted for stockholder approval. Holders of the shares of Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to ten votes per share. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. Holders of 14,632,350 shares of Class A common stock and 19,720,381 shares Class B common stock (representing 97.21% of the total voting power), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting
The stockholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 1, 2022 (File No. 001-35886). The final results for the votes regarding each proposal are set forth below.
Proposal 1: The Company’s stockholders elected four Class III directors to the Company’s board to serve for a three-year term until the 2025 annual meeting of stockholders. The votes regarding this proposal were as follows:
| Nominee | For | Withheld |
Broker Non-Votes | |||
| Alan J. Sokol | 201,985,094 | 6,324,659 | 3,526,407 | |||
| Ernesto Vargas Guajardo | 200,724,700 | 7,585,053 | 3,526,407 | |||
| Eric Zinterhofer | 201,621,604 | 6,688,149 | 3,526,407 | |||
| Sonia Dulá | 203,710,761 | 4,598,992 | 3,526,407 |
Proposal 2: The Company’s stockholders ratified the selection of RSM US LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:
| For | Against | Abstained | ||
| 208,440,865 | 542,900 | 2,852,395 |
Proposal 3: The Company’s stockholders approved the non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| For | Against | Abstained |
Broker Non-Votes | |||
| 203,726,466 | 4,495,338 | 87,949 | 3,526,407 |
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. | ||||
| Dated: June 1, 2022 |
By: | /s/ Alex J. Tolston | ||
| Name: | Alex J. Tolston | |||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||
Cover |
May 31, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 31, 2022 |
| Entity File Number | 001-35886 |
| Entity Registrant Name | HEMISPHERE MEDIA GROUP, INC. |
| Entity Central Index Key | 0001567345 |
| Entity Tax Identification Number | 80-0885255 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 4000 Ponce de Leon Boulevard |
| Entity Address, Address Line Two | Suite 650 |
| Entity Address, City or Town | Coral Gables |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33146 |
| City Area Code | 305 |
| Local Phone Number | 421-6364 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
| Trading Symbol | HMTV |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |