UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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 1, 2023 (
(Exact name of registrant as specified in its charter)
(Commission File Number)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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)) |
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 28, 2023, DISH held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
The following matters were voted upon at the Annual Meeting:
| a. | The election of Kathleen Q. Abernathy, George R. Brokaw, Stephen J. Bye, W. Erik Carlson, James DeFranco, Cantey M. Ergen, Charles W. Ergen, Tom A. Ortolf, and Joseph T. Proietti as directors to serve until the 2024 annual meeting of shareholders or until their respective successors shall be duly elected and qualified; |
| b. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| c. | Non-binding advisory vote on executive compensation; and |
| d. | Non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation. |
The following are the final voting results for each of the items voted upon at the Annual Meeting:
Broker | ||||||
Election of directors: | For | Withheld | Non-Votes | |||
Kathleen Q. Abernathy | 2,493,072,255 | 122,858,355 | 20,250,103 | |||
George R. Brokaw | 2,529,679,176 | 86,251,434 | 20,250,103 | |||
Stephen J. Bye | 2,598,818,297 | 17,112,313 | 20,250,103 | |||
W.Erik Carlson | 2,595,476,323 | 20,454,287 | 20,250,103 | |||
James DeFranco | 2,589,342,759 | 26,587,851 | 20,250,103 | |||
Cantey M. Ergen | 2,562,732,883 | 53,197,727 | 20,250,103 | |||
Charles W. Ergen | 2,555,225,615 | 60,704,995 | 20,250,103 | |||
Tom A. Ortolf | 2,531,311,925 | 84,618,685 | 20,250,103 | |||
Joseph T. Proietti | 2,597,767,128 | 18,163,482 | 20,250,103 | |||
Ratification of the appointment of KPMG LLP: | ||||||
For | 2,616,589,672 | |||||
Against | 5,042,134 | |||||
Abstain | 14,548,907 | |||||
Amendment and Restatement of our Employee Stock Purchase Plan: | ||||||
For | 2,600,947,788 | |||||
Against | 439,266 | |||||
Abstain | 14,543,556 | |||||
Broker Non-Votes | 20,250,103 | |||||
Non-binding advisory vote on executive compensation: | ||||||
For | 2,478,071,265 | |||||
Against | 111,520,288 | |||||
Abstain | 26,339,057 | |||||
Broker Non-Votes | 20,250,103 | |||||
Non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation: | ||||||
1 Year | 163,648,273 | |||||
2 Years | 92,652 | |||||
3 Years | 2,437,713,921 | |||||
Abstain | 14,475,764 | |||||
Broker Non-Votes | 20,250,103 | |||||
Item 9.01. Financial Statements and Exhibits.
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.
|
|
|
|
| DISH NETWORK CORPORATION
| ||
Date: May 1, 2023 | By: | /s/ Timothy A. Messner | |
|
| Timothy A. Messner Executive Vice President, General Counsel and Corporate Secretary | |
|
| ||
|
| ||
|
| ||
|
| ||