Current Report Filing (8-k)
13 March 2019 - 7:22AM
Edgar (US Regulatory)
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): March 12, 2019
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-08572
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36-1880355
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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515 North State Street, Chicago, Illinois
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60654
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(312) 222-3394
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Submission of Matters to a Vote of Security Holders.
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On March 12, 2019, Tribune Media Company (Tribune) held a Special Meeting of Stockholders (the Special Meeting) to consider
proposals related to the Agreement and Plan of Merger, dated as of November 30, 2018 (the Merger Agreement), by and among Tribune, Nexstar Media Group, Inc. (Nexstar) and Titan Merger Sub, Inc., providing for the
acquisition of all of the outstanding shares of Tribune common stock by Nexstar. A total of 64,157,242 shares of Tribunes Class A common stock and Class B common stock were voted in person or by proxy, representing approximately 73%
of Tribunes Class A common stock and Class B common stock, counted as a single class, entitled to be voted, which constituted a quorum to conduct business at the Special Meeting.
Holders of Tribunes Class A common stock and Class B common stock, voting as a single class, considered, and a majority approved, a proposal
to adopt the Merger Agreement. Holders of Tribunes Class A common stock considered, and a majority present in person or represented by proxy and entitled to vote on the compensation proposal approved a
non-binding,
advisory proposal on certain compensation that may be paid to the Tribunes named executive officers in connection with the consummation of the transactions contemplated by the Merger
Agreement, as described in Tribunes Definitive Proxy Statement filed with the Securities and Exchange Commission on February 5, 2019.
As
Tribune received the requisite approval from its stockholders to adopt the Merger Agreement, no vote was taken on the proposal to adjourn the Special Meeting to solicit additional proxies.
The final voting results of the stockholders vote at the Special Meeting are set forth below:
Proposal 1: Adoption of the Merger Agreement
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For
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Against
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Abstain
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Total (Class A and Class B)
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61,365,934
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25,471
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2,765,837
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Proposal 2: Advisory
(Non-binding)
Vote on Compensation
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For
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Against
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Abstain
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Class A
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25,737,735
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35,611,058
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2,804,120
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On March 12, 2019, Tribune issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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
hereunto duly authorized.
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TRIBUNE MEDIA COMPANY
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Date: March 12, 2019
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By:
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/s/ Chandler Bigelow
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Chandler Bigelow
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Executive Vice President and Chief Financial Officer
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