8-K

 

 

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): June 6, 2013 (June 5, 2013)

 

 

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Georgia   001-13796   58-0285030

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

4370 Peachtree Road, Atlanta, GA 30319

(Address, Including Zip Code, of Principal Executive Offices)

(404) 504-9828

(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))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 5, 2013, the board of directors (the “Board”) of Gray Television, Inc. (the “Company”) approved and adopted certain amendments to the bylaws of the Company (the “Bylaws”). These amendments, among other things, provide the Board with additional flexibility to create and constitute committees of the Board and to call and hold Board and shareholder meetings, as well as update the Bylaws to align with current Georgia corporate law relating to indemnification of officers and directors, among other things.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the Bylaws, as so amended, attached hereto as Exhibit 3.1 and incorporated herein by this reference.

 

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

On June 5, 2013, the Company held its annual meeting of shareholders. At the meeting, each of the director nominees was elected to hold office until the Company’s next annual meeting of shareholders and until their respective successors have been duly elected and qualified. In addition, the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for 2013 was ratified. The results of the voting on the proposals submitted to a vote at the meeting were as follows:

 

Proposal
No.

 

Proposal

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

1

 

Election of directors:

        
 

Richard L. Boger

     77,234,165         1,078,115         18,075,299   
 

T. L. Elder

     77,224,762         1,087,518         18,075,299   
 

Hilton H. Howell, Jr.

     75,893,264         2,419,016         18,075,299   
 

Robin R. Howell

     75,842,902         2,469,378         18,075,299   
 

William E. Mayher, III

     77,227,979         1,084,301         18,075,299   
 

Howell W. Newton

     77,233,054         1,079,226         18,075,299   
 

Hugh E. Norton

     77,174,289         1,137,991         18,075,299   
 

Robert S. Prather, Jr.

     76,318,617         1,993,663         18,075,299   
 

Harriett J. Robinson

     76,404,064         1,908,216         18,075,299   

Proposal

No.

 

Proposal

   Votes For      Votes
Against
     Abstain  

2

 

Ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for 2013.

     95,019,644         1,321,446         46,489   

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

 

Number

  

Exhibit

3.1    Bylaws, as amended through June 5, 2013


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 hereunto duly authorized.

 

GRAY TELEVISION, INC.
By:  

/s/ James C. Ryan

  Name:   James C. Ryan
  Title:   Senior Vice President and
    Chief Financial Officer

Date: June 6, 2013


Exhibit Index

 

Number

  

Exhibit

3.1    Bylaws, as amended through June 5, 2013