EVC Entravision Communications Corp - 8-K

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

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