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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
 
June 4, 2020
Date of Report (Date of earliest event reported)
 
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
 
Maryland
 
000-26076
 
52-1494660
(State of organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
10706 Beaver Dam Road
Hunt Valley, MD  21030
(Address of principal executive offices and zip code)
 
(410) 568-1500
(Registrant's telephone number, including area code)
 
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:
 
 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Class A Common Stock, par value $ 0.01 per share
 
SBGI
 
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
 
The annual meeting of shareholders of Sinclair Broadcast Group, Inc. (the “Company”) was held on June 4, 2020.  At the meeting, four items, as set forth in the Proxy Statement, were submitted to the shareholders for a vote.
 
Proposal 1: Election of Directors
 
In response to Proposal 1, the shareholders elected all persons nominated for directors as set forth in the Proxy Statement, for a term expiring at the next annual shareholders meeting in 2021 or until their respective successors have been elected and qualified.  The table below sets forth the results of the voting for nominated directors:
Election of Directors
 
For
 
Against or Withheld
 
Broker Non-Votes
David D. Smith
 
274,233,868

 
17,491,726

 
10,139,550

Frederick G. Smith
 
274,529,193

 
17,196,401

 
10,139,550

J. Duncan Smith
 
274,530,167

 
17,195,427

 
10,139,550

Robert E. Smith
 
264,324,151

 
27,401,443

 
10,139,550

Howard E. Friedman
 
283,411,821

 
8,313,773

 
10,139,550

Daniel C. Keith
 
282,938,767

 
8,786,827

 
10,139,550

Martin R. Leader
 
283,165,040

 
8,560,554

 
10,139,550

Benson E. Legg
 
283,661,687

 
8,063,907

 
10,139,550

Lawrence E. McCanna
 
281,059,381

 
10,666,213

 
10,139,550

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm
 
In response to Proposal 2, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020.  The table below sets forth the results of the voting for the ratification of PricewaterhouseCoopers LLP:
For
 
Against
 
Abstain
 
Broker Non-Votes
301,365,340

 
485,579

 
14,225

 

 

Proposal 3: A Non-Binding Advisory Vote on Executive Compensation
 
In response to Proposal 3, the shareholders approved the Company's executive compensation, in a non-binding vote.  The table below sets forth the results of the voting for the executive compensation: 
For
 
Against
 
Abstain
 
Broker Non-Votes
285,978,001

 
5,350,905

 
396,688

 
10,139,550



Proposal 4: Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors
 
In response to Proposal 4, the shareholders did not ratify the Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors. The table below sets forth the results of the voting on the Shareholder Proposal Relating to the Voting Basis Used in the Election of the Board of Directors: 
For
 
Against
 
Abstain
 
Broker Non-Votes
37,366,168

 
254,078,346

 
281,080

 
10,139,550







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.

SINCLAIR BROADCAST GROUP, INC.


By: /s/ David R. Bochenek
        
Name:    David R. Bochenek
Title:    Senior Vice President / Chief Accounting Officer / Corporate Controller
Dated: June 4, 2020