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~~June 313, 2022

HEMISPHERE MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of

Incorporation)

001-35886

(Commission
File Number)

80-0885255

(I.R.S. Employer

Identification Number)

4000 Ponce de Leon Boulevard

Suite 650

Coral Gables, FL 33146

(Address of principal executive offices) (Zip Code)

(305) 421-6364

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2 below):

☐ 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, par value $0.0001 per share		HMTV		The NASDAQ Stock Market LLC

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 57.0701. ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders.~~Disclosure

As previously disclosed, Hemisphere Media Group, Inc.’s , a Delaware corporation (the “Company”), Hemisphere Media ~~2022~~Holdings, ~~Annual Meeting of Stockholders was convened and adjourned on May 12~~LLC, ~~2022~~a ~~without~~Delaware ~~conducting~~limited ~~any~~liability ~~business and~~company ~~reconvened~~ and ~~held~~wholly onowned ~~May 31, 2022~~indirect ~~(the~~subsidiary ~~“Annual Meeting”). Only holders~~ of the Company’s ~~capital stock~~(“Holdings atLLC”), ~~the~~HWK ~~close~~Parent, ofLLC, ~~business~~a onDelaware ~~March~~limited ~~23,~~liability ~~2022~~company (~~the~~ “~~Record Date~~Parent”), HWK ~~were~~Merger ~~entitled~~Sub to1, ~~vote at the Annual Meeting~~Inc., Asa ofDelaware ~~the~~corporation ~~Record Date,~~and ~~there~~wholly ~~were~~owned ~~20,717,826~~subsidiary ~~shares~~ of ~~the~~Parent ~~Company’s Class A common stock, par value $0.0001 per share~~ (“~~Class~~Merger ASub ~~common stock~~1”), and 19HWK Merger Sub 2,~~720~~ LLC,~~381~~ ~~shares~~a ofDelaware ~~the~~limited ~~Company’s~~liability ~~Class~~company Band ~~common~~wholly ~~stock,~~owned ~~par~~subsidiary ~~value~~of ~~$0.0001~~Merger ~~per~~Sub ~~share~~1 (“~~Class~~Merger ~~B common stock~~Sub 2”), ~~entitled to~~entered ~~vote~~into inan ~~the~~Agreement ~~election of directors~~ and onPlan ~~each matter submitted for stockholder approval. Holders~~ of Merger (the ~~shares~~“Merger ~~of Class A common~~Agreement”), ~~stock~~pursuant ~~are entitled~~ to ~~one~~which, ~~vote~~subject ~~per~~to ~~share~~the ~~and~~satisfaction ~~holders~~or waiver of ~~the~~certain ~~shares~~conditions ofand ~~Class~~on Bthe ~~common~~terms ~~stock~~set ~~are~~forth ~~entitled~~therein, to(i) ~~ten~~Merger ~~votes~~Sub ~~per~~1 ~~share. Holders~~will ofmerge ~~the~~with ~~shares of Class A common stock~~ and ~~holders~~into of the ~~shares~~Company, ofwith ~~Class~~the BCompany ~~common stock voted together~~ as athe ~~single~~surviving ~~class~~corporation ~~on all matters~~ (~~including~~ the ~~election~~“Company ofMerger”) and ~~directors~~(ii) ~~submitted~~substantially tosimultaneously awith ~~vote of stockholders at~~ the ~~Annual~~Merger, ~~Meeting.~~Merger ~~Holders~~Sub of2 ~~14,632,350~~will ~~shares~~merge ofwith ~~Class A~~and ~~common~~into ~~stock~~Holdings ~~and 19~~LLC,~~720,381~~ ~~shares~~with ~~Class~~Holdings BLLC ~~common~~as ~~stock~~the surviving company (~~representing~~together ~~97.21%~~with of the ~~total~~Company ~~voting~~Merger, ~~power~~the “Mergers”),. ~~constituting~~Parent is a subsidiary ~~quorum,~~of ~~were represented~~Gato inInvestments ~~person~~LP, ora byportfolio ~~valid~~investment ~~proxies~~of atSearchlight ~~the~~Capital ~~Annual~~Partners, ~~Meeting~~L.P.

The consideration ~~stockholders~~paid ~~voted~~in onthe ~~three proposals~~Mergers atis ~~the~~expected ~~Annual~~to ~~Meeting.~~be ~~The~~financed, ~~proposals~~among ~~are~~other ~~described~~things, inwith ~~detail~~certain incash on hand of the Company’s ~~Definitive~~and proceeds ~~Proxy~~received ~~Statement~~from ondebt ~~Schedule~~financing ~~14A~~commitments, including a new term loan and a new revolving ~~filed~~credit facility. In connection with the ~~Securities~~proposed ~~and~~financing, ~~Exchange~~the ~~Commission~~Company onexpects ~~April~~to 1,make ~~2022~~a ~~(File~~presentation Noto lenders and prospective lenders. ~~001-35886).~~ Certain ~~The~~information ~~final~~disclosed ~~results~~in ~~for~~this presentation has not been previously publicly reported. A copy of the ~~votes~~lender ~~regarding~~presentation is attached ~~each~~as ~~proposal~~Exhibit ~~are~~99.1 ~~set~~to ~~forth~~this ~~below~~report and incorporated herein by reference.

~~Proposal~~The information 1:referenced ~~The~~under ~~Company’s~~Item ~~stockholders~~7.01 ~~elected~~of ~~four~~this ~~Class~~Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation ~~III~~FD ~~directors~~Disclosure” toand, ~~the~~as ~~Company’s~~such, ~~board~~shall not be deemed to ~~serve~~be “filed” for athe ~~three-year~~purposes ~~term~~of ~~until~~Section 18 of the ~~2025~~Exchange ~~annual~~Act ~~meeting~~or otherwise subject to the liabilities of ~~stockholders.~~that ~~The~~section, ~~votes~~nor ~~regarding~~shall the information be deemed incorporated by reference in any filings under ~~this~~the ~~proposal~~Securities ~~were~~Act asor ~~follows:~~the Exchange Act.

Nominee	For	Withheld	Broker Non-Votes
Alan J. Sokol	201,985,094	6,324,659	3,526,407
Ernesto Vargas Guajardo	200,724,700	7,585,053	3,526,407
Eric Zinterhofer	201,621,604	6,688,149	3,526,407
Sonia Dulá	203,710,761	4,598,992	3,526,407

Item 9.01. Financial Statements and Exhibits.

Proposal 2: The Company’s stockholders ratified the selection of RSM US LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:

Exhibit No.		Description

99.1		June 2022 presentation of Hemisphere Media Group, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstained
208,440,865		542,900		2,852,395

SIGNATURES

~~Proposal~~Pursuant 3:to ~~The~~the ~~Company’s~~requirements ~~stockholders approved~~ of the ~~non-binding advisory~~Securities ~~resolution~~Exchange toAct ~~approve~~of 1934, the ~~compensation~~Registrant ofhas ~~the~~duly ~~Company’s~~caused ~~named~~this ~~executive~~report ~~officers.~~to ~~The~~be ~~votes~~signed ~~regarding~~on ~~this~~its ~~proposal~~behalf ~~were~~by the undersigned thereunto asduly ~~follows:~~authorized.

For		Against		Abstained	Broker Non-Votes
	HEMISPHERE MEDIA GROUP, INC.
203,726,466		4,495,338		87,949	3,526,407
Dated: June 3, 2022	By:	/s/ Alex J. Tolston
		Name:	Alex J. Tolston
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

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 thereunto duly authorized.

	HEMISPHERE MEDIA GROUP, INC.
Dated: June 1, 2022	By:	/s/ Alex J. Tolston
		Name:	Alex J. Tolston
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

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