DEFA14A 1 tm212598d2_defa14a.htm DEFA14A



Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant  x
Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨        Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
Hemisphere Media Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1) Amount Previously Paid:
  (2) Form, Schedule or Registration Statement No.:
  (3) Filing Party:
  (4) Date Filed:









17831 Hemisphere Proxy Notice REV2 Frontc/o Continental Proxy Services 1 State Street, New York NY 10004Hemisphere Media Group, Inc. 4000 Ponce de Leon Blvd. | Suite 650 Coral Gables, FL 33146 You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on May 25, 2021Dear Stockholder, NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hemisphere Media Group, Inc. will be held on Tuesday, May 25, 2021 at 9:00 a.m., local time, at the Company’s headquarters located at 4000 Ponce de Leon Boulevard, Suite 650, Coral Gables, FL 33146, or as soon thereafter as a quorum shall be present, for the following purposes:Proposals to be considered at the Annual Meeting: (1) To elect four Class II directors to the Board of Directors for a three-year term expiring at the 2024 annual meeting; Our Board of Directors recommends a vote “FOR” each of the Class II director nominees in Proposal 1. (2) To ratify the Board of Directors` appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; Our Board of Directors recommends a vote “FOR” Proposal 2. (3) To vote on a non-binding advisory resolution to approve the compensation of our named executive officers; Our Board of Directors recommends a vote “FOR” Proposal 3. (4) To approve an amendment to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan; and Our Board of Directors recommends a vote “FOR” Proposal 4. (5) To consider all other appropriate matters that may be brought before the Annual Meeting.Only stockholders of record on the books of the company at close of business on March 30, 2021 will be entitled to vote at the meeting. Stockholders are cordially invited to attend the meeting.Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.Vote Your Proxy on the Internet:Go to Have your notice available when you access the above website. Follow the prompts to vote your shares.The Proxy Materials are available for review at: NUMBER






17831 Hemisphere Proxy Notice REV2 BackHemisphere Media Group, Inc. 4000 Ponce de Leon Blvd. | Suite 650 Coral Gables, FL 33146Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held On May 25, 2021This communication is not a voting form and presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. You must request a copy as instructed below by May 14, 2021 to facilitate a timely delivery. The following proxy materials are available to you to review at:– the Company’s Annual Report for the year ended December 31, 2020; – the Company’s 2021 Proxy Statement (including all attachments thereto); – the Proxy Card; and – any amendments to the foregoing materials that are required to be furnished to stockholdersACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control number.REQUESTING A PAPER COPY OF THE PROXY MATERIALSBy telephone please call 1-888-221-0691, or By logging on to or By email at: proxy@continentalstock.comPlease include the company name and your control number in the subject line.