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 1, 2019

 

 

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)

515 North State Street, Chicago, Illinois   60654
(Address of principal executive offices)   (Zip Code)

Registrant’s 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):

 

☐

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 1, 2019, 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 March 22, 2019. The final voting results were as follows:

Proposal 1

The Stockholders elected the following Class III directors to serve for a term expiring at the 2022 Annual Meeting. The voting results are set forth below.

 

             Votes For                    Votes Withheld        

Ross Levinsohn

   38,909,128    28,775,788

Peter E. Murphy

   38,912,168    28,772,748

Broker Non-Votes for both Class III directors totaled 5,780,869.

Proposal 2

The Stockholders did not approve the non-binding advisory resolution approving executive compensation. The voting results are set forth below.

 

Votes For

  

Votes Against

  

Votes Abstained

  

Broker Non-Vote

33,412,482    34,170,791    101,643    5,780,869

Proposal 3

The Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year. There were no broker non-votes on this proposal. The voting results are set forth below.

 

Votes For

  

Votes Against

  

Votes Abstained

  
72,331,320    1,122,772    11,693   

 

2

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.

 

Date: May 1, 2019     Tribune Media Company
    By:   /s/ Chandler Bigelow
      Chandler Bigelow
      Executive Vice President and Chief Financial Officer

 

3

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