Form 8-K
 
 

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)

         
Delaware   001-14691   95-3980449
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
1166 Avenue of the Americas, 10th Floor
New York, NY
  10036
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 641-2000

 
 
(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:

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.
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 Company’s 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.
  (1)  
Election of Class I Directors:
                         
    FOR   WITHHELD   NON-VOTES
Andrew P. Bronstein
    16,341,449       697,805       0  
Michael F. Nold
    16,341,263       697,991       0  
Norman J. Pattiz
    16,341,495       697,759       0  
Mark Stone
    16,341,182       698,072       0  
  (2)  
Election of Class II Directors:
                         
    FOR   WITHHELD   NON-VOTES
Jonathan I. Gimbel
    16,341,524       697,730       0  
Scott M. Honour
    16,341,457       697,797       0  
Ronald W. Wuensch
    17,032,692       6,562       0  
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.
  (3)  
Approval of the 2010 Equity Compensation Plan:
         
FOR
    16,446,620  
AGAINST
    591,696  
ABSTAIN
    938  
NON-VOTES
    0  

 

 


 

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.
         
  WESTWOOD ONE, INC.
 
 
Date: August 2, 2010  By:   /s/ David Hillman    
    Name:   David Hillman   
    Title:   Chief Administrative Officer; EVP, Business Affairs, General Counsel and Secretary