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 5, 2012 (May 30, 2012)
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Georgia | 1-13796 | 58-0285030 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4370 Peachtree Road, NE, Atlanta, Georgia | 30319 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
404-504-9828
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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.
Gray Television, Inc. (the “Company”) held its annual meeting of shareholders on May 30, 2012. 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 successors have been duly elected and qualified. In addition, the amendments to the Company’s 2007 Long Term Incentive Plan were approved and the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2012 was ratified. The results of the voting on the proposals submitted at the meeting were as follows:
| No. |
Proposal |
Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||||||
| 1 | Election of directors: |
|||||||||||||||||
| Richard L. Boger |
81,245,748 | 1,038,998 | 17,338,918 | |||||||||||||||
| Ray M. Deaver |
81,115,788 | 1,168,958 | 17,338,918 | |||||||||||||||
| T. L. Elder |
81,295,889 | 988,857 | 17,338,918 | |||||||||||||||
| Hilton H. Howell, Jr. |
81,217,197 | 1,067,549 | 17,338,918 | |||||||||||||||
| Robin R. Howell |
80,568,386 | 1,716,360 | 17,338,918 | |||||||||||||||
| William E. Mayher, III |
81,112,129 | 1,172,617 | 17,338,918 | |||||||||||||||
| Howell W. Newton |
81,249,659 | 1,035,087 | 17,338,918 | |||||||||||||||
| Hugh E. Norton |
81,100,308 | 1,184,438 | 17,338,918 | |||||||||||||||
| Robert S. Prather, Jr. |
80,434,421 | 1,850,325 | 17,338,918 | |||||||||||||||
| Harriett J. Robinson |
80,573,311 | 1,711,435 | 17,338,918 | |||||||||||||||
| No. |
Proposal |
Votes For | Votes Against |
Abstain | Broker Non-Votes |
|||||||||||||
| 2 | The approval of amendments to the Gray Television, Inc. 2007 Long Term Incentive Plan. | 81,528,878 | 739,759 | 16,109 | 17,338,918 | |||||||||||||
| No. |
Proposal |
Votes For | Votes Against |
Abstain | ||||||||||||||
| 3 | The ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2012. | 98,048,402 | 1,421,918 | 153,344 | ||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities and 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. | ||||||||
| June 5, 2012 | By: | /s/ James C. Ryan | ||||||
| Name: James C. Ryan Title: Chief Financial Officer and Senior Vice President | ||||||||