Current Report Filing (8-k)
May 23 2019 - 4:16PM
Edgar (US Regulatory)
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 23, 2019 (May 20, 2019)
New Media Investment Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36097
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38-3910250
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1345 Avenue of the Americas
New York, NY 10105
212-479-3160
(Address, including zip code, and telephone
number, including area code, of registrants principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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NEWM
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Section 5 Corporate Governance and Management
Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual Meeting of Stockholders (the Annual Meeting) of New Media Investment Group Inc. (the Company), held on
May 23, 2019, the stockholders of the Company voted on the matters described below.
As of April 8, 2019, the record date for
the Annual Meeting, holders of 60,241,078 shares of common stock of the Company were entitled to vote.
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1.
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The Companys stockholders elected two directors to serve until the 2020 Annual Meeting of Stockholders,
or until their successors are elected and duly qualified, subject to earlier retirement, resignation or removal. The results of the vote are summarized in the table below.
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Director Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes*
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Theodore P. Janulis
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12,436,151
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34,108,666
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9,355,225
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Michael E. Reed
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33,183,019
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13,361,798
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9,355,225
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2.
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The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 29, 2019. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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55,256,925
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497,672
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145,445
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3.
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The Companys stockholders voted, on an advisory basis, on the Companys executive compensation. The
results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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11,050,203
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33,274,265
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2,220,349
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9,355,225
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4.
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The Companys stockholders approved a
non-binding
stockholder
proposal to adopt majority voting in uncontested elections of directors. The results of the vote are summarized in the table below.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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30,796,826
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14,689,898
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1,058,089
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9,355,225
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*
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Broker
non-votes
are instances where a broker holding shares of record
for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (NYSE) from voting on a particular matter.
Under NYSE rules, when a broker holding shares in street name does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on
non-routine
matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, approval of executive compensation and the stockholder proposal, but they were entitled to vote
on the ratification of the appointment of the independent registered public accounting firm.
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Section 8 Other Events
On May 20, 2019, the Companys Board of Directors authorized a
12-month
extension, through May 19, 2020, of
the Companys previously announced authorization to repurchase up to $100 million of the Companys common stock (the Share Repurchase Program).
Under the Share Repurchase Program, the Company may purchase its shares from time to time in the open market or in privately negotiated transactions. The
timing and amount of repurchases, if any, depends on several factors, such as market and business conditions, the market price of shares of the Companys common stock, the Companys liquidity and alternative potential uses of cash. There
can be no assurance that any repurchases will be made and, if made, that they will have the effects anticipated.
SIGNATURE
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.
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NEW MEDIA INVESTMENT GROUP INC.
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Date: May 23, 2019
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By:
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/s/ Michael E. Reed
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Michael E. Reed
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Chief Executive Officer and President
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