AMCX 6.10.2015 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 10, 2015 (June 9, 2015)
 
 
AMC Networks Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
1-35106
 
27-5403694
(State or other jurisdiction
of incorporation)
(Commission
file number)
 
(I.R.S. Employer
Identification No.)
 
 
11 Penn Plaza,
New York, NY
 
 
 
10001
(Address of principal executive offices)
 
 
 
(Zip Code)
(212) 324-8500
(Registrant’s telephone number, including area code)
 
 
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 5.07     Submission of Matters to a Vote of Security Holders.
(a) On June 9, 2015, AMC Networks Inc. (the “Company”) held its 2015 annual meeting of stockholders. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the Class A stockholders have one vote per share and the Class B stockholders have ten votes per share. The proposals are described in detail in the Company’s proxy statement for the 2015 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 30, 2015.

(b) Stockholders voted on the matters set forth below. The final results for the votes regarding each proposal are set forth below.

1.
The Company’s Class A stockholders elected the five directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:

 
For
 
Withheld
 
Broker
Non-Votes
Jonathan F. Miller
47,595,409
  
7,275,311
  
2,509,322
Leonard Tow
48,135,978
  
6,734,742
  
2,509,322
David E. Van Zandt
53,047,859
  
1,822,861
  
2,509,322
Carl. E. Vogel
45,857,085
  
9,013,635
  
2,509,322
Robert C. Wright
52,740,279
  
2,130,441
  
2,509,322
The Company’s Class B stockholders elected the nine directors listed below to the Board of Directors, each for a one-year term. The votes regarding this proposal were as follows:
 
For
 
Withheld
William J. Bell
114,844,080
 
0
Charles F. Dolan
114,844,080
 
0
James L. Dolan
114,844,080
 
0
Kristin A. Dolan
114,844,080
 
0
Patrick F. Dolan
114,844,080
 
0
Thomas C. Dolan
114,844,080
 
0
Alan D. Schwartz
114,844,080
 
0
Brian G. Sweeney
114,844,080
 
0
Marianne Dolan Weber
114,844,080
 
0


2.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year. The votes regarding this proposal were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
171,766,327
 
379,940
 
77,855
 
0
 

3.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved on an advisory (non-binding) vote the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
141,969,817
 
27,663,516
 
81,467
 
2,509,322







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.

 
 
 
 
AMC Networks Inc.
 
 
 
 
(Registrant)
 
 
 
 
 
Dated:
June 10, 2015
 
By:
/s/ Anne G. Kelly
 
 
 
 
Name: Anne G. Kelly
 
 
 
 
Title: Senior Vice President and Secretary