Item 5.07. Submission of Matters to a Vote of Security Holders.
Hemisphere Media Group, Inc.'s (the "Company") 2022 Annual Meeting of
Stockholders was convened and adjourned on May 12, 2022 without conducting any
business and reconvened and held on May 31, 2022 (the "Annual Meeting"). Only
holders of the Company's capital stock at the close of business on March 23,
2022 (the "Record Date") were entitled to vote at the Annual Meeting. As of the
Record Date, there were 20,717,826 shares of the Company's Class A common stock,
par value $0.0001 per share ("Class A common stock") and 19,720,381 shares of
the Company's Class B common stock, par value $0.0001 per share ("Class B common
stock") entitled to vote in the election of directors and on each matter
submitted for stockholder approval. Holders of the shares of Class A common
stock are entitled to one vote per share and holders of the shares of Class B
common stock are entitled to ten votes per share. Holders of the shares of
Class A common stock and holders of the shares of Class B common stock voted
together as a single class on all matters (including the election of directors)
submitted to a vote of stockholders at the Annual Meeting. Holders of 14,632,350
shares of Class A common stock and 19,720,381 shares Class B common stock
(representing 97.21% of the total voting power), constituting a quorum, were
represented in person or by valid proxies at the Annual Meeting
The stockholders voted on three proposals at the Annual Meeting. The proposals
are described in detail in the Company's Definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on April 1, 2022 (File
No. 001-35886). The final results for the votes regarding each proposal are set
forth below.
Proposal 1: The Company's stockholders elected four Class III directors to the
Company's board to serve for a three-year term until the 2025 annual meeting of
stockholders. The votes regarding this proposal were as follows:
Broker
Nominee For Withheld Non-Votes
Alan J. Sokol 201,985,094 6,324,659 3,526,407
Ernesto Vargas Guajardo 200,724,700 7,585,053 3,526,407
Eric Zinterhofer 201,621,604 6,688,149 3,526,407
Sonia Dulá
203,710,761 4,598,992 3,526,407
Proposal 2: The Company's stockholders ratified the selection of RSM US LLP as
the Company's independent registered accounting firm for the fiscal year ending
December 31, 2022. The votes regarding this proposal were as follows:
For Against Abstained
208,440,865 542,900 2,852,395
Proposal 3: The Company's stockholders approved the non-binding advisory
resolution to approve the compensation of the Company's named executive
officers. The votes regarding this proposal were as follows:
Broker
For Against Abstained Non-Votes
203,726,466 4,495,338 87,949 3,526,407
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