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) June 3, 2010

Commission File Number 000-26076

 

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant)

 

 

10706 Beaver Dam Road

Hunt Valley, MD  21030

(Address of principal executive offices and zip code)

 

(410) 568-1500

(Registrant’s telephone number, including area code)

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

SINCLAIR BROADCAST GROUP, INC.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

As discussed in Item 5.07, Sinclair Broadcast Group, Inc.’s (the “Company’s”) shareholders approved the material terms of the Company’s executive officer performance-based bonus program. The shareholder approval of material terms of the performance program described in the proxy statement dated April 19, 2010 (the “Proxy Statement”) enabled the Company to have a shareholder-approved arrangement under which it may receive tax deductions.  The goals pertain to non-equity incentive compensation in the form of a cash bonus.   Performance programs for 2010 were established under this program by the Compensation Committee during March 2010, for our Chief Executive Officer and Chief Operating Officer.  A more complete description of the executive officer performance-based bonus program is included as part of Proposal 3 in the Proxy Statement.

 

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

 

The annual meeting of shareholders of the Company was held on June 3, 2010.  At the meeting, three items, as set forth in the Proxy Statement, were submitted to the shareholders for a vote.

 

Proposal 1: Election of Directors

 

In response to Proposal 1, the shareholders elected all persons nominated for directors as set forth in the Proxy Statement, for a term expiring at the next annual shareholders meeting in 2011 or until their respective successors have been elected and qualified.  The table below sets forth the results of the voting for nominated directors:

 

Election of Directors		For		Against or Withheld		Broker Non-Votes
David D. Smith		334,974,108		10,152,550		13,150,295
Frederick G. Smith		333,869,833		11,256,825		13,150,295
J. Duncan Smith		333,870,833		11,255,825		13,150,295
Robert E. Smith		334,557,076		10,569,582		13,150,295
Basil A. Thomas		329,057,202		16,069,456		13,150,295
Lawrence E. McCanna		342,729,124		2,397,534		13,150,295
Daniel C. Keith		332,523,084		12,603,574		13,150,295
Martin R. Leader		343,684,135		1,442,523		13,150,295

 

There were no abstentions with respect to Proposal 1.

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm

 

In response to Proposal 2, the shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2010.  The table below sets forth the results of the voting for PricewaterhouseCoopers, LLP:

 

For		Against		Abstain
357,766,024		193,645		317,284

 

There were no broker non-votes with respect to Proposal 2.

 

2

 

Proposal 3: Approval of Material Terms of the Executive Officer Performance-Based Bonus Program

 

In response to Proposal 3, the shareholders approved the material terms of the Company’s executive officer performance-based bonus program.  The table below sets forth the results of the voting for performance-based bonus program:

 

For		Against		Abstain
345,502,476		12,414,107		360,370

 

There were no broker non-votes with respect to Proposal 3

 

3

 

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.

 

	SINCLAIR BROADCAST GROUP, INC.
	By:	/s/ David R. Bochenek
	Name:	David R. Bochenek
	Title:	Vice President / Chief Accounting Officer
Dated: June 4, 2010

 

4