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EVC > SEC Filings for EVC > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for ENTRAVISION COMMUNICATIONS CORP

Form 8-K for ENTRAVISION COMMUNICATIONS CORP


30-May-2014

Change in Directors or Principal Officers, Submission of Matters


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 21, 2014, the Board of Directors of Entravision Communications Corporation (the "Company") approved the Fourth Amendment to the Company's 2004 Equity Incentive Plan (the "Fourth Amendment") in order to extend the term of the term of the Company's 2004 Equity Incentive Plan to ten years after the date of the 2014 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), until May 29, 2024, subject to stockholder approval of the Fourth Amendment. At the Annual Meeting, the Company's stockholders approved the Fourth Amendment. A copy of the Fourth Amendment is filed herewith as Exhibit 10.1.



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

On May 29, 2014, the Company held its Annual Meeting. As of the record date of April 11, 2014, there were a total of 60,974,640 shares of Class A common stock and 18,930,035 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 56,609,533 shares of Class A common stock and 18,930,035 shares of Class B common stock were present in person or by proxy, representing a quorum.

At the Annual Meeting, the Company's stockholders: (i) elected each of the eight persons listed below under "Election of Directors" to serve as a director of the Company until the next annual meeting of stockholders; (ii) approved the Fourth Amendment to the Company's 2004 Equity Incentive Plan; (iii) ratified the appointment of Grant Thornton LLP, as the Company's independent auditor for the fiscal year ending December 31, 2014; and (iv) approved an advisory non-binding resolution relating to executive compensation. The results of the voting at the Annual Meeting on each such matter are set forth below.

1. Election of Directors:

    Name                              For            Withheld        Broker Non-Votes
    Walter F. Ulloa                214,935,024       20,778,862             10,195,997
    Philip C. Wilkinson            213,914,491       21,799,395             10,195,997
    Paul A. Zevnik                 202,926,766       32,787,120             10,195,997
    Esteban E. Torres              225,060,195       10,653,691             10,195,997
    Gilbert R. Vasquez             231,672,498        4,041,388             10,195,997
    Jules G. Buenabenta            232,880,342        2,833,544             10,195,997
    Patricia Diaz Dennis           235,142,611          571,275             10,195,997
    Juan Saldivar von Wuthenau     208,706,371       27,007,515             10,195,997

2. Approval of the Fourth Amendment to the Company's 2004 Equity Incentive Plan:

                         Votes For            216,650,858
                         Votes Against         18,997,574
                         Abstentions               65,454
                         Broker Non-Votes      10,195,997

3. Ratification of the appointment of Grant Thornton LLP, as the Company's independent auditor for the fiscal year ending December 31, 2014:

                         Votes For            245,028,409
                         Votes Against            856,720
                         Abstentions               24,754
                         Broker Non-Votes               0

4. Approval of Executive Compensation (Non-Binding Advisory Resolution):

                         Votes For            230,411,840
                         Votes Against          2,717,844
                         Abstentions              782,770
                         Broker Non-Votes      11,997,429



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Fourth Amendment, dated as of May 21, 2014, to 2004 Equity Incentive Plan

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