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 event reported): May 13, 2021

 

MEDIACO HOLDING INC.

(Exact name of registrant as specified in its

charter)

 

Indiana

 

001-39029

 

84-2427771

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices and Zip Code)

 

(317) 266-0100

(Registrant’s telephone number,

including area code)

 

N/A

(Former name or former address, if changed since last report

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

MDIA

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 5.07

Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of MediaCo Holding Inc. held on May 13, 2021, the following directors were elected, and the following additional proposals were voted upon and adopted:

Election of Directors by Common Shareholders:

 

 

Shareholder Votes

 

Broker

 

Director

 

For

 

Withheld

 

Non-Votes

 

Patrick M. Walsh (Class A Director)

 

680,788

 

152,642

 

498,333

 

Andrew P. Glaze (Class B Director)

 

54,131,970

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder Votes

 

Broker

 

Proposal

 

For

 

Against

 

Abstain

 

Non-Votes

 

Proposal to approve the 2021 Equity Compensation Plan as disclosed in the proxy statement

 

54,699,078

 

281,767

 

909

 

498,333

 

 

 

 

 

 

 

 

 

 

 

Proposal to approve the potential issuance of additional Class A Shares as disclosed in the proxy statement

 

 

54,964,629

 

16,484

 

641

 

498,333

 

Proposal to ratify the selection of Ernst & Young LLP as Emmis Communications Corporation’s independent registered public accountants for the year ending December 31, 2021

 

55,476,255

 

3,657

 

175

 

 

 

Signatures

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, thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEDIACO HOLDING INC.

Date: May 14, 2021

 

 

 

 

 

By:

/s/ J. Scott Enright

 

 

 

  J. Scott Enright, Executive Vice President,

 

 

 

  General Counsel and Secretary

 

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