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GTN > SEC Filings for GTN > Form 8-K on 6-Jun-2013All Recent SEC Filings

Show all filings for GRAY TELEVISION INC | Request a Trial to NEW EDGAR Online Pro



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission o

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 5, 2013, the board of directors (the "Board") of Gray Television, Inc. (the "Company") approved and adopted certain amendments to the bylaws of the Company (the "Bylaws"). These amendments, among other things, provide the Board with additional flexibility to create and constitute committees of the Board and to call and hold Board and shareholder meetings, as well as update the Bylaws to align with current Georgia corporate law relating to indemnification of officers and directors, among other things.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the Bylaws, as so amended, attached hereto as Exhibit 3.1 and incorporated herein by this reference.

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

On June 5, 2013, the Company held its annual meeting of shareholders. At the meeting, each of the director nominees was elected to hold office until the Company's next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In addition, the appointment of McGladrey LLP as the Company's independent registered public accounting firm for 2013 was ratified. The results of the voting on the proposals submitted to a vote at the meeting were as follows:

Proposal                                                                     Votes           Broker
No.                         Proposal                      Votes For        Withheld        Non-Votes
   1       Election of directors:
           Richard L. Boger                                77,234,165       1,078,115       18,075,299
           T. L. Elder                                     77,224,762       1,087,518       18,075,299
           Hilton H. Howell, Jr.                           75,893,264       2,419,016       18,075,299
           Robin R. Howell                                 75,842,902       2,469,378       18,075,299
           William E. Mayher, III                          77,227,979       1,084,301       18,075,299
           Howell W. Newton                                77,233,054       1,079,226       18,075,299
           Hugh E. Norton                                  77,174,289       1,137,991       18,075,299
           Robert S. Prather, Jr.                          76,318,617       1,993,663       18,075,299
           Harriett J. Robinson                            76,404,064       1,908,216       18,075,299

Proposal                                                                     Votes
No.                         Proposal                      Votes For         Against         Abstain

   2       Ratification of the appointment of
           McGladrey LLP as the Company's independent
           registered public accounting firm for 2013.     95,019,644       1,321,446           46,489

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Number Exhibit

3.1 Bylaws, as amended through June 5, 2013

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