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): November 3, 2015

 

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

 

NEVADA

 

0-26176

 

88-0336997

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation)

 

 

 

Identification No.)

 

9601 S. MERIDIAN BLVD.

 

 

ENGLEWOOD, COLORADO

 

80112

(Address of principal executive offices)

 

(Zip Code)

 

(303) 723-1000

(Registrant’s telephone number, including area code)

 

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))

 

 

 


 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

 

On November 3, 2015, DISH Network Corporation (“DISH Network”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”) to designate an exclusive forum for certain legal actions.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders .

 

On November 3, 2015, DISH Network held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”).

 

The following matters were voted upon at the Annual Meeting:

 

a.               The election of George R. Brokaw, James DeFranco, Cantey M. Ergen, Charles W. Ergen, Steven R. Goodbarn, Charles M. Lillis, Afshin Mohebbi, David K. Moskowitz, Tom A. Ortolf, and Carl E. Vogel as directors to serve until the 2016 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, 2015; and

c.                An amendment to the Articles of Incorporation to designate an exclusive forum for certain legal actions.

 

The following are the final voting results for each of the items voted upon at the Annual Meeting:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Withheld

 

Abstain

 

Non-Votes

 

Election of directors:

 

 

 

 

 

 

 

 

 

George R. Brokaw

 

2,554,318,292

 

14,361,743

 

—

 

10,635,142

 

James DeFranco

 

2,505,860,459

 

62,819,576

 

—

 

10,635,142

 

Cantey M. Ergen

 

2,481,130,024

 

87,550,011

 

—

 

10,635,142

 

Charles W. Ergen

 

2,533,459,821

 

35,220,214

 

—

 

10,635,142

 

Steven R. Goodbarn

 

2,565,624,760

 

3,055,275

 

—

 

10,635,142

 

Charles M. Lillis

 

2,556,766,085

 

11,913,950

 

—

 

10,635,142

 

Afshin Mohebbi

 

2,555,861,325

 

12,818,710

 

—

 

10,635,142

 

David K. Moskowitz

 

2,506,679,908

 

62,000,127

 

—

 

10,635,142

 

Tom A. Ortolf

 

2,540,096,528

 

28,583,507

 

—

 

10,635,142

 

Carl E. Vogel

 

2,502,564,650

 

66,115,385

 

—

 

10,635,142

 

 

 

 

 

 

 

 

 

 

 

Ratification of the appointment of KPMG LLP:

 

 

 

 

 

 

 

 

 

For

 

 

 

 

 

 

 

2,576,504,655

 

Against

 

 

 

 

 

 

 

2,627,090

 

Abstain

 

 

 

 

 

 

 

183,432

 

 

 

 

 

 

 

 

 

 

 

Amendment to the Articles of Incorporation to designate an exclusive forum for certain legal actions:

 

 

 

 

 

 

 

 

 

For

 

 

 

 

 

 

 

2,495,859,332

 

Against

 

 

 

 

 

 

 

72,318,107

 

Abstain

 

 

 

 

 

 

 

502,596

 

Broker Non-Votes

 

 

 

 

 

 

 

10,635,142

 

 

2


 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 3.1            Certificate of Amendment to Articles of Incorporation.

 

3


 

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: November 3, 2015

By:

/s/ R. Stanton Dodge

 

 

R. Stanton Dodge

 

 

Executive Vice President, General Counsel and Secretary

 

4


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

Exhibit 3.1

 

Certificate of Amendment to Articles of Incorporation.

 

5

Exhibit 3.1

 

1111111111111111111111111111111111111111 *090204* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY·DO NOT HIGHLIGHT Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: DISH Network Corporation 2. The articles have been amended as follows: (provide article numbers, if available) The Corporation's Amended and Restated Articles of Incorporation, as heretofore amended to date, are hereby further amended by adding the following provisions thereto: [continued on Attachment "A" attached hereto and filed herewith] 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the in excess of 'tS'" % articles of incorporation* have voted in favor of the amendment is: 4. Effective date and time of filing: (optional) Date: Time: (must not be later than 90 days after the certificate is filed) Signature of OtfPcer *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. Nevada Secretary of State Amend Profit-After This form must be accompanied by appropriate fees. Revised: 1-5-15 See Attachment "A" (attached) 15-22277-1 C1.2 P10 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

 


DISH NETWORK CORPORATION ATTACHMENT "A" TO CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION The Certificate of Amendment to Articles of Incorporation of DISH Network Corporation (the "Corporation") consists of the certifications set forth on the preceding page and the continuation of Section 2 thereof, which is set forth on this Attachment "A" as follows: 2. The articles have been amended as follows (cont'd): ARTICLE XIII Exclusive Forum To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for any or all actions, suits or proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim (each, an "Action"): (1) brought in the name or right of the Corporation or on its behalf; (2) asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders; (3) arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A or any provision of the Articles of Incorporation or Bylaws of the Corporation; (4) to interpret, apply, enforce or determine the validity of the Articles of Incorporation or Bylaws of the Corporation; or (5) asserting a claim governed by the internal affairs doctrine. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such Action, then any other state district court located in the State of Nevada shall be the sole and exclusive forum for such Action. In the event that no state district court in the State of Nevada has jurisdiction over any such Action, then a federal court located within the State of Nevada shall be the sole and exclusive forum for such Action. Any person or entity purchasing or otherwise acquiring or obtaining any interest in any capital stock of the Corporation shall be deemed to have notice of and to have consented to all of the provisions of the Articles of Incorporation (including, without limitation, the foregoing amendment thereto) and Bylaws of the Corporation, and any amendment to the Articles of Incorporation or the Bylaws enacted or adopted accordance with the Articles of Incorporation, the Bylaws and applicable law. m * * * * A-1 of 1 15-22277-1 C1.2 P11