false0001109116ENTRAVISION COMMUNICATIONS CORP00011091162026-05-282026-05-28

 

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): May 28, 2026

 

 

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15997

95-4783236

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1 Estrella Way

 

Burbank, California

 

91504

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 310 447-3870

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock

 

EVC

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entravision Communications Corporation (the "Company") held its annual meeting of stockholders (the “Annual Meeting”) on May 28, 2026. As discussed in Item 5.07 below, the Company's stockholders approved an amendment and restatement (the “Amendment”) of the Company's Amended and Restated 2004 Equity Incentive Plan (the "2004 Plan") to, among other things, increase the number of shares of Class A common stock authorized for issuance thereunder by 6,000,000 shares.

 

A description of the material terms of the 2004 Plan is contained in the section entitled "Proposal 4: Approval of the Entravision Communications Corporation Amended and Restated 2004 Equity Incentive Plan" of Entravision's definitive proxy statement for the Annual Meeting filed on April 20, 2026. That description is incorporated into this Item 5.02 by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2004 Plan attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

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

As of the record date of April 13, 2026, there were a total of 82,686,451 shares of Class A common stock issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 71,583,105 shares of Class A common stock were present in person or by proxy, representing a quorum.

 

At the Annual Meeting, the Company’s stockholders: (i) elected each of the seven persons listed below under “Election of Directors” to serve as a director of the Company until the 2027 annual meeting of the stockholders and until their successors are duly elected and qualified; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers; and (iv) approved the Amendment. The results of the voting at the Annual Meeting on each such matter are set forth below.

1. Election of Directors:

Name

For

Withheld

Broker Non-Votes

Paul Anton Zevnik

60,243,340

 

1,871,798

 

9,467,966

Gilbert R. Vasquez

61,321,607

 

793,531

 

9,467,966

Martha Elena Diaz

61,611,282

 

503,856

 

9,467,966

Fehmi Zeko

51,461,036

 

10,654,102

 

9,467,966

Thomas Strickler

61,736,042

 

379,096

 

9,467,966

Brad Bender

61,949,948

 

165,190

 

9,467,966

Michael Christenson

 

61,974,107

 

141,031

 

9,467,966

2. Ratification of the appointment of Deloitte & Touche, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes For

71,402,716

Votes Against

 158,992

Abstentions

21,396

Broker Non-Votes

0

3. Approval of Executive Compensation (Non-Binding Advisory Resolution):

Votes For

51,920,969

Votes Against

10,171,084

Abstentions

23,085

Broker Non-Votes

0

 

4. Amendment and restatement of the Company's Amended and Restated 2004 Equity Incentive Plan:

Votes For

 43,546,376

Votes Against

18,546,733

Abstentions

22,030

Broker Non-Votes

9,467,966

 


Item 9.01 Financial Statements and Exhibits.

10.1

Entravision Communications Corporation Amended and Restated 2004 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


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 hereunto duly authorized.

 

 

 

Entravision Communications Corporation

 

 

 

 

Date:

May 29, 2026

By:

/s/ Michael Christenson

 

 

 

Michael Christenson, Chief Executive Officer