Form 8-K

Date: May 30, 2018

Tribune Media Company

/s/ Edward P. Lazarus

Edward P. Lazarus

Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary

0001193125-18-178556.txt : 20180530 0001193125-18-178556.hdr.sgml : 20180530 20180530163032 ACCESSION NUMBER: 0001193125-18-178556 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180530 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180530 DATE AS OF CHANGE: 20180530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE MEDIA CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 18868521 BUSINESS ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 6465638296 MAIL ADDRESS: STREET 1: 515 NORTH STATE STREET STREET 2: SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE MEDIA Co DATE OF NAME CHANGE: 20140723 FORMER COMPANY: FORMER CONFORMED NAME: TRIBUNE CO DATE OF NAME CHANGE: 19920703 8-K 1 d788945d8k.htm FORM 8-K Form 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): May 30, 2018

TRIBUNE MEDIA COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-08572

36-1880355

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


435 North Michigan Avenue, Chicago, Illinois				60611
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (646) 563-8296

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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 30, 2018, Tribune Media Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, three proposals were submitted to holders of the Company’s Class A common stock (the “Stockholders”). The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 19, 2018. The final voting results were as follows:

Proposal 1

The Stockholders elected the following Class II director to serve for a term expiring at the 2021 Annual Meeting. The voting results are set forth below.


	Votes For	Votes Withheld	Broker Non-Note
Peter M. Kern	40,382,567	17,080,142	10,380,414

Proposal 2

The Stockholders approved the non-binding advisory resolution approving executive compensation. The voting results are set forth below.


Votes For	Votes Against	Votes Abstained	Broker Non-Vote
32,023,870	25,181,529	257,310	10,380,414

Proposal 3

The Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year. The voting results are set forth below.


Votes For	Votes Against	Votes Abstained
66,949,742	781,484	111,897

SIGNATURE

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.