Document

 
 
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
 
Commission File Number 000-26076
event reported) June 1, 2017
 
 
 
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
 
Maryland
 
52-1494660
(State of organization)
 
(I.R.S. Employer Identification Number)
 
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 5.07 Submission of Matters to a Vote of Security Holders.
 
The annual meeting of shareholders of Sinclair Broadcast Group, Inc. (the “Company”) was held on June 1, 2017.  At the meeting, five 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 2018 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
 
281,657,634

 
17,019,148

 
6,410,626

 
Frederick G. Smith
 
281,748,281

 
16,928,501

 
6,410,626

 
J. Duncan Smith
 
281,748,069

 
16,928,713

 
6,410,626

 
Robert E. Smith
 
282,304,175

 
16,372,607

 
6,410,626

 
Lawrence E. McCanna
 
295,693,967

 
2,982,815

 
6,410,626

 
Daniel C. Keith
 
294,340,813

 
4,335,969

 
6,410,626

 
Martin R. Leader
 
278,947,066

 
19,729,716

 
6,410,626

 
Howard E. Friedman
 
295,347,171

 
3,329,611

 
6,410,626

 
 
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 ending December 31, 2017.  The table below sets forth the results of the voting for the ratification of PricewaterhouseCoopers LLP:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
302,604,829

 
2,476,577

 
6,002

 

 
 

Proposal 3: A Non-Binding Advisory Vote on Executive Compensation
 
In response to Proposal 3, the shareholders approved the Company's executive compensation, in a non-binding vote.  The table below sets forth the results of the voting for the executive compensation:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
292,791,327

 
5,811,192

 
74,263

 
6,410,626

 
 











Proposal 4: A Non-Binding Advisory Vote on the Frequency of Executive Compensation
 
In response to Proposal 4, the shareholders approved by a non-binding advisory vote a triennial advisory vote on our executive compensation. The table below sets forth the results of the voting for the frequency vote on our executive compensation:
 
 
Three Years
 
Two Years
 
One Year
 
Abstain
 
Broker Non-Votes
 
258,937,423

 
31,518

 
39,655,044

 
52,797

 
6,410,626

 

The Board of Directors have considered the outcome of this vote and determined to implement a triennial advisory vote on the compensation of the Company’s named executive officers.


Proposal 5: Approval of the Company's Executive Performance Formula and Incentive Plan
 
In response to Proposal 5, the shareholders approved the Company's Executive Performance Formula and Incentive Plan.  The table below sets forth the results of the voting for the the Executive Performance Formula and Incentive Plan:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
279,218,767

 
19,394,438

 
63,577

 
6,410,626

 


 



 
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:
Senior Vice President / Chief Accounting Officer
 
 
Dated: June 6, 2017