SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Hemisphere Media Group, Inc.’s (the “Company”) 2021 Annual Meeting of Stockholders was held on May 25, 2021 (the “Annual Meeting”). Only holders of the Company’s capital stock at the close of business on March 30, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 20,142,893 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 16,405,512 shares of Class A common stock and 19,720,381 shares Class B common stock (representing 98.28% of the total voting power), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting
The stockholders voted on four 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 15, 2021 (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 II directors to the Company’s board to serve for a three-year term until the 2024 annual meeting of stockholders. The votes regarding this proposal were as follows:
|James M. McNamara||204,054,642||5,939,980||3,614,700|
|Eric C. Neuman||207,187,940||2,806,682||3,614,700|
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, 2021. The votes regarding this proposal were as follows:
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:
Proposal 4: The Company’s stockholders approved an amendment to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The votes regarding this proposal were as follows:
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: May 26, 2021
|By:||/s/ Alex J. Tolston|
|Name: Alex J. Tolston|
|Title: Executive Vice President, Chief Legal Officer and Corporate Secretary|