Registrant’s telephone number, including area code: (516) 803-2300
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))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Annual Meeting of Stockholders (the “Annual Meeting”) of Cablevision Systems Corporation (“Cablevision”), the holders of Cablevision NY Group Class A common stock (“Class A stockholders”) and the holders of Cablevision NY Group Class B common stock (“Class B stockholders”), voting together as a single class, approved Cablevision’s Amended and Restated 2006 Employee Stock Plan (the “Plan”). The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Exhibit A to Cablevision’s definitive proxy statement, dated April 11, 2014 (the “Proxy Statement”), filed with the Securities and Exchange Commission). For a description of the terms and conditions of the Plan, see “Proposal 3 – Approval of Cablevision Systems Corporation Amended and Restated 2006 Employee Stock Plan”
in the Proxy Statement, which description is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 22, 2014, Cablevision held its Annual Meeting at which (i) the Class A stockholders voted upon the election of Joseph J. Lhota, Thomas V. Reifenheiser, John R. Ryan, Vincent Tese and Leonard Tow to Cablevision’s Board of Directors (“Board”) for one-year terms, (ii) the Class B stockholders voted upon the election of Rand V. Araskog, Edward C. Atwood, Frank J. Biondi, Charles F. Dolan, James L. Dolan, Kathleen M. Dolan, Kristin A. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Brian G. Sweeney and Marianne Dolan Weber to the Board for one-year terms; and (iii) the Class A stockholders and the Class B stockholders, voting together as a single class, voted upon (a) the ratification of the appointment of KPMG LLP as Cablevision’s independent registered public accounting firm for the 2014 fiscal year; (b) the approval of the Plan; (c) a non-binding advisory
vote to approve executive compensation; (d) a stockholder proposal for a political contributions report; and (e) a stockholder proposal to adopt a recapitalization plan.
The Class A stockholders elected all five director nominees on which they voted, the Class B stockholders elected all twelve director nominees on which they voted, and the Class A stockholders and Class B stockholders approved the ratification of the appointment of KPMG LLP as Cablevision’s independent registered public accounting firm for the 2014 fiscal year, approved the Plan, approved the non-binding advisory vote to approve executive compensation, and did not approve either of the two stockholder proposals. The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with Cablevision’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have ten votes per share. Accordingly, the vote counts for the stockholder
vote on all matters reflect ten votes with respect to each share of Cablevision NY Group Class B common stock.
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Proposal 1 – Election of Directors
For
Withheld
Broker
Non-Votes
Election of Directors by Class A Stockholders:
Joseph J. Lhota
162,807,993
12,339,793
20,884,320
Thomas V. Reifenheiser
110,119,179
65,028,607
20,884,320
John R. Ryan
127,913,929
47,233,857
20,884,320
Vincent Tese
104,536,362
70,611,424
20,884,320
Leonard Tow
122,923,527
52,224,259
20,884,320
For
Withheld
Broker
Non-Votes
Election of Directors by Class B Stockholders:
Rand V. Araskog
541,376,730
0
N/A
Edward C. Atwood
541,376,730
0
N/A
Frank J. Biondi
541,376,730
0
N/A
Charles F. Dolan
541,376,730
0
N/A
James L. Dolan
541,376,730
0
N/A
Kathleen M. Dolan
541,376,730
0
N/A
Kristin A. Dolan
541,376,730
0
N/A
Patrick F. Dolan
541,376,730
0
N/A
Thomas C. Dolan
541,376,730
0
N/A
Deborah Dolan-Sweeney
541,376,730
0
N/A
Brian G. Sweeney
541,376,730
0
N/A
Marianne Dolan Weber
541,376,730
0
N/A
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
For:
735,499,538
Against:
1,766,492
Abstain:
142,806
Broker Non-Votes:
N/A
Proposal 3 – Approval of Cablevision Systems Corporation Amended and Restated 2006 Employee Stock Plan
For:
693,123,843
Against:
23,220,214
Abstain:
180,459
Broker Non-Votes:
20,884,320
-3-
Proposal 4 – Non-Binding Advisory Vote to Approve Executive Compensation
For:
641,887,783
Against:
55,495,993
Abstain:
19,140,740
Broker Non-Votes:
20,884,320
Proposal 5 – Stockholder Proposal for a Political Contributions Report
For:
41,947,339
Against:
673,574,837
Abstain:
1,002,340
Broker Non-Votes:
20,884,320
Proposal 6 – Stockholder Proposal to Adopt a Recapitalization Plan
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 hereunto duly authorized.
Title: Senior Vice President, Controller and Principal Accounting Officer
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 hereunto duly authorized.
