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

Show all filings for JOURNAL COMMUNICATIONS INC

Form 8-K for JOURNAL COMMUNICATIONS INC


7-May-2014

Submission of Matters to a Vote of Security Holders


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

On May 6, 2014, Journal Communications, Inc. (the "Company") held its 2014 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the following proposals:

(a) The election of three Class II directors, Steven J. Smith, Mary Ellen Stanek and Owen J. Sullivan, to the Company's Board of Directors for a three-year term to expire at the Company's 2017 annual meeting of shareholders;

(b) A non-binding resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting; and

(c) The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2014.

As of the February 28, 2014 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 44,780,659 shares of the Company's class A common stock were outstanding and eligible to vote with an aggregate of 44,780,659 votes; and 6,032,481.2 shares of the Company's class B common stock were outstanding and eligible to vote with an aggregate of 60,324,812 votes. Approximately 74.65% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder approval at the Annual Meeting:

Election of Directors

The shareholders elected Steven J. Smith, Mary Ellen Stanek and Owen J. Sullivan as Class II directors for a three-year term to expire at the Company's 2017 annual meeting of shareholders. The results of the votes were as follows:

Nominee Votes For Votes Withheld Broker Non-Votes Steven J. Smith 72,822,360 2,205,661 3,429,609 Mary Ellen Stanek 73,872,237 1,155,784 3,429,609 Owen J. Sullivan 73,912,119 1,115,902 3,429,609

Advisory Vote on Executive Compensation

The shareholders approved, by non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting. The results of the non-binding advisory vote were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 59,107,864 3,460,135 12,460,022 3,429,609


Ratification of PricewaterhouseCoopers LLP

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2014. The results of the vote were as follows:

Votes For Votes Against Abstentions
75,747,675 880,531 1,829,424


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