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ETM > SEC Filings for ETM > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for ENTERCOM COMMUNICATIONS CORP

Form 8-K for ENTERCOM COMMUNICATIONS CORP


7-May-2014

Submission of Matters to a Vote of Security Holders


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

(a) On May 5, 2014, Entercom Communications Corp. (the "Company") held its annual meeting of shareholders.

(b) The following matters were voted on at the Company's annual meeting of shareholders:

(i) the election of two Class A directors;

(ii) the election of four directors other than Class A directors;

(iii) an amendment and restatement of the Entercom Equity Compensation Plan;

(iv) an advisory vote on executive compensation; and

(v) the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ended December 31, 2014.

At the annual meeting of shareholders:

(i) David J. Berkman and Joel Hollander were elected as Class A directors for one-year terms expiring at the Company's 2015 annual meeting or until their successors are duly elected and qualified;

(ii) Joseph M. Field, David J. Field, Mark R. LaNeve and Robert S. Wiesenthal were elected as directors for one-year terms expiring at the Company's 2015 annual meeting or until their successors are duly elected and qualified; and

(iii) the amendment and restatement of the Entercom Equity Compensation Plan was approved;

(iv) the following resolution regarding the advisory vote on executive compensation was adopted:

"RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED;"

(iii) the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ended December 31, 2014.

The voting results were as follows:

(I) Election of Class A Directors:

                                                                 Broker Non-
             Nominee                For           Withheld           Vote
             David J. Berkman     17,715,189       2,814,155        7,298,681
             Joel Hollander       18,388,132       2,141,212        7,298,681

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(II) Election of Other Directors:

                                                                              Broker Non-
                      Nominee                    For           Withheld           Vote
                      Joseph M. Field          85,289,159         915,505        7,298,681
                      David J. Field           85,593,731         610,933        7,298,681
                      Mark LaNeve              84,372,837       1,831,827        7,298,681
                      Robert S. Wiesenthal     83,355,998       2,848,666        7,298,681

(III) Proposed Amendment and Restatement of the Entercom Equity Compensation Plan:

                                                                              Broker Non-
                                   For         Against          Abstain           Vote
                                71,597,246     11,688,349       2,919,068        7,298,681

(IV) Advisory Vote On Executive Compensation:

                                                                              Broker Non-
                                      For         Against        Abstain          Vote
                                   83,224,974     2,855,662       124,028        7,298,681

(V) Ratification of The Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2014.

Broker Non- For Against Abstain Vote 93,446,625 37,908 18,812 -

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