gtn20190510_8k.htm

 

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 10, 2019 (May 7, 2019)

 

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

001-13796

58-0285030

(Commission File Number)

(IRS Employer Identification No.)

 

 

4370 Peachtree Road, NE, Atlanta, Georgia

30319

(Address of Principal Executive Offices)

(Zip Code)

 

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

 

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 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. ☐

 

Securities registered pursuant to Section 12(b) of the act:

 

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock (no par value)

GTN.A

New York Stock Exchange

common stock (no par value)

GTN

New York Stock Exchange

 

 

 

 

Item 5.07 – Submission of Matters to a Vote of Security Holders

 

On May 7, 2019, Gray Television, Inc. (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”). The results of voting on the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting were as follows:

 

Proposal No. 1 (Election of Directors):

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Hilton H. Howell, Jr.

 

120,100,396

 

4,989,767

 

29,384,991

Howell W. Newton

 

119,847,528

 

5,242,635

 

29,384,991

Richard L. Boger

 

119,505,960

 

5,584,203

 

29,384,991

T. L. Elder

 

122,116,707

 

2,973,456

 

29,384,991

Luis A. Garcia

 

124,318,159

 

772,004

 

29,384,991

Richard B. Hare

 

120,365,285

 

4,724,878

 

29,384,991

Robin R. Howell

 

120,632,697

 

4,457,466

 

29,384,991

Donald P. LaPlatney

 

122,587,712

 

2,502,451

 

29,384,991

Paul H. McTear

 

120,709,911

 

4,380,252

 

29,384,991

 

 

Proposal No. 2 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2019):

 

Votes For

 

Votes Against

 

Abstain

153,957,567

 

289,177

 

228,420

 

 

 

 

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.

 

 

Gray Television, Inc.

 

 

 

 

May 10, 2019

By:  

 /s/ James C. Ryan

 

 

 

Name:  

James C. Ryan 

 

 

 

Title:  

Executive Vice President  and

Chief Financial Officer