gtn20170505_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 5, 2017 (May 3, 2017)

 

Gray Television, Inc.

(Exact name of registrant as specified in its charter)

 

 

Georgia

 

001-13796

 

58-0285030

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS employer

Identification No.)

 

 

4370 Peachtree Road, Atlanta GA

 

30319

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code

 

(404) 504-9828

 

 

N/A

(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:

 

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.

   

 
 

 

  

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

The Board of Directors (the “Board”) of Gray Television, Inc. (the “Company”), previously approved, subject to shareholder approval, the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan (the “Plan”). The Company’s shareholders approved the Plan at the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 3, 2017. A detailed summary of the material terms of the Plan appears under the caption “Proposal 4 – Approval of the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan” in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2017, which description is incorporated by reference herein.

 

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

 

On May 3, 2017, the Company held 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.

 

94,671,187

 

2,550,906

 

 

23,290,034

Howell W. Newton

 

90,451,616

 

6,770,477

 

 

23,290,034

Richard L. Boger

 

89,487,355

 

7,734,738

 

 

23,290,034

T.L. Elder

 

95,324,262

 

1,897,831

 

 

23,290,034

Robin R. Howell

 

94,305,925

 

2,916,168

 

 

23,290,034

Luis A. Garcia

 

91,760,765

 

5,461,328

 

 

23,290,034

Richard B. Hare

 

95,596,732

 

1,625,361

 

 

23,290,034

Elizabeth R. Neuhoff

 

94,314,186

 

2,907,907

 

 

23,290,034

Hugh E. Norton

 

89,955,893

 

7,266,200

 

 

23,290,034

               

 Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (the “say-on-pay vote”)):

 

Votes For

 

Votes Against

 

Abstain

Broker Non-Votes

58,286,633

 

38,225,694

 

709,766

23,290,034

 

Proposal No. 3 (Approval, on a non-binding advisory basis, of the frequency (every one, two or three years) of the Company’s future non-binding advisory say-on-pay votes):

 

1 Year

 

2 Years

 

3 Years

Abstain

37,806,272

 

318,924

 

57,590,843

1,506,054

 

Proposal No. 4 (Approval of the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan):

 

Votes For

 

Votes Against

 

Abstain

Broker Non-Votes

72,962,714

 

24,047,128

 

212,251

23,290,034

 

Proposal No. 5 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2017):

 

Votes For

 

Votes Against

 

Abstain

118,230,470

 

1,632,213

 

649,444

 

In light of the results of the advisory vote on proposal No. 3 above, the Board determined that the Company will hold future say-on-pay votes every three years until the next required advisory vote on the frequency of say-on-pay votes, which will be no later than the Company’s annual meeting of shareholders in 2023.

 

 

 
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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.

 

 

 

 

 

 

 

 

 

 

By:

/s/ James C. Ryan

 

 

 

Name: James C. Ryan 

 

 

 

Title:   Executive Vice President and 

            Chief Financial Officer 

 

 

 

Date: May 5, 2017

 

 

 

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