- Current report filing (8-K)
August 03 2010 - 6:02AM
Edgar (US Regulatory)
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): July 30, 2010
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14691
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95-3980449
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1166 Avenue of the Americas,
10th Floor
New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(212) 641-2000
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(Former name or former address if changed since last report.)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Section 5 Corporate Governance and Management
Item 5.07
Submission of Matters to a Vote of Security Holders
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On July 30, 2010, Westwood One, Inc. (the Company) held its 2010 Annual Meeting of
Stockholders. The matters voted upon and the related voting results are listed below. Holders of
common stock, representing 20,544,473 eligible votes, were asked to vote on the following three
proposals: (1) election of four (4) Class I directors for a term to expire in 2013; (2) election of
three (3) Class II directors for a term to expire in 2012 and (3) approval of the 2010 Equity
Compensation Plan. The Class II directors were submitted for election by the Companys
stockholders because the Company did not hold an annual meeting of its stockholders in 2009, when
such Class II directors would have otherwise been submitted for election.
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(1)
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Election of Class I Directors
:
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FOR
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WITHHELD
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NON-VOTES
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Andrew P. Bronstein
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16,341,449
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697,805
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0
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Michael F. Nold
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16,341,263
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697,991
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0
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Norman J. Pattiz
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16,341,495
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697,759
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0
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Mark Stone
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16,341,182
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698,072
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0
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(2)
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Election of Class II Directors
:
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FOR
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WITHHELD
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NON-VOTES
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Jonathan I. Gimbel
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16,341,524
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697,730
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0
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Scott M. Honour
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16,341,457
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697,797
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0
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Ronald W. Wuensch
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17,032,692
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6,562
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0
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Although not elected at the meeting, the Class III directors, H. Melvin Ming, Emanuel Nunez and
Joseph P. Page, continue to serve as directors of the Company pursuant to the stated terms of their
directorships.
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(3)
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Approval of the 2010 Equity Compensation Plan
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FOR
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16,446,620
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AGAINST
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591,696
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ABSTAIN
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938
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NON-VOTES
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0
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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.
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WESTWOOD ONE, INC.
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Date: August 2, 2010
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By:
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/s/ David Hillman
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Name:
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David Hillman
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Title:
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Chief Administrative Officer;
EVP, Business Affairs, General
Counsel and
Secretary
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