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  4. [8-K] ENTRAVISION COMMUNICATIONS CORP Reports Material Event

Entravision (EVC) holders back equity plan share increase and elect full board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Entravision Communications Corporation reported the results of its 2026 annual stockholder meeting. Stockholders approved an amendment and restatement of the Amended and Restated 2004 Equity Incentive Plan, increasing the Class A common stock authorized for issuance under the plan by 6,000,000 shares.

As of the April 13, 2026 record date, 82,686,451 Class A shares were outstanding, and 71,583,105 shares were represented, establishing a quorum. Seven directors were elected to serve until the 2027 annual meeting, the appointment of Deloitte & Touche LLP as independent auditor for 2026 was ratified, and executive compensation was approved on a non-binding advisory basis.

Positive

  • None.

Negative

  • None.

Insights

Shareholders approved more equity for incentives and all standard annual proposals.

The meeting outcomes give Entravision additional equity capacity by adding 6,000,000 Class A shares to its 2004 Equity Incentive Plan. Equity plans allow the company to grant stock-based awards for compensation and retention, which can gradually expand the share base over time.

All seven director nominees were elected with substantial support, and Deloitte & Touche LLP was strongly ratified as auditor. Executive pay received advisory approval. Shares outstanding were 82,686,451 as of April 13, 2026, providing context for the new plan share pool, while actual dilution depends on future grants.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional plan shares 6,000,000 shares Increase in Class A stock authorized under 2004 Equity Incentive Plan
Shares outstanding 82,686,451 shares Class A common stock outstanding as of April 13, 2026 record date
Shares represented 71,583,105 shares Class A shares present in person or by proxy at annual meeting
Auditor ratification votes For 71,402,716 votes Ratification of Deloitte & Touche LLP as 2026 auditor
Say-on-pay votes For 51,920,969 votes Advisory approval of named executive officer compensation
Equity plan amendment votes For 43,546,376 votes Approval of amendment to 2004 Equity Incentive Plan
Amended and Restated 2004 Equity Incentive Plan financial
"approved an amendment and restatement of the Company's Amended and Restated 2004 Equity Incentive Plan"
broker non-votes financial
"Paul Anton Zevnik | 60,243,340 For | 1,871,798 Withheld | 9,467,966 Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis financial
"approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
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Understanding 8-K Material Events →
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

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Entravision Communications (EVC) shareholders approve at the 2026 annual meeting?

Shareholders approved all management proposals, including electing seven directors, ratifying Deloitte & Touche LLP as auditor for 2026, approving executive compensation on an advisory basis, and amending the 2004 Equity Incentive Plan to authorize 6,000,000 additional Class A shares for equity awards.

How many additional shares were added to Entravision’s 2004 Equity Incentive Plan?

The amended plan authorizes 6,000,000 additional shares of Class A common stock for issuance. These shares may be used for stock-based compensation awards under the Amended and Restated 2004 Equity Incentive Plan, potentially increasing the company’s equity-based incentive capacity over future years.

How many Entravision (EVC) shares were eligible and represented at the 2026 annual meeting?

As of the April 13, 2026 record date, 82,686,451 Class A shares were issued, outstanding, and entitled to vote. At the annual meeting, 71,583,105 shares were present in person or by proxy, which established a quorum for conducting official business and approving proposals.

Were Entravision’s director nominees elected at the 2026 annual meeting?

Yes. Seven nominees, including Paul Anton Zevnik and Michael Christenson, were elected as directors to serve until the 2027 annual meeting. Each received more votes "For" than "Withheld," with broker non-votes reported separately, confirming stockholder support for the existing board slate.

Did Entravision shareholders approve executive compensation on a say-on-pay basis?

Yes. The advisory resolution on named executive officer compensation received 51,920,969 votes For, 10,171,084 votes Against, and 23,085 Abstentions. This non-binding approval indicates stockholder support for Entravision’s disclosed executive pay program at the time of the 2026 annual meeting.

Was Deloitte & Touche LLP ratified as Entravision’s independent auditor for 2026?

Yes. The proposal to ratify Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026 received 71,402,716 votes For, 158,992 votes Against, and 21,396 Abstentions, with no broker non-votes reported on this item.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

Other Documents