Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 22, 2013 (May 21, 2013)




(Exact Name of Registrant as Specified in Charter)



Delaware 001-34295 52-1700207

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


1221 Avenue of the Americas, 36th Fl., New York, NY 10020  
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:  (212) 584-5100




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))




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


On Tuesday, May 21, 2013, we held our annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2013. The final voting results for the matters submitted to a vote of stockholders are as follows:


Item 1 – Election of Directors


At the annual meeting, the holders of our common stock elected the persons listed below as directors.


    Votes Cast For Votes Cast Against Broker Non-Votes
Joan L. Amble   4,741,638,464 22,700,911 1,241,979,661
Mark D. Carleton   4,506,779,057 257,560,318 1,241,979,661
David J.A. Flowers   4,291,542,778 472,796,597 1,241,979,661
Eddy W. Hartenstein   4,737,870,725 26,468,650 1,241,979,661
James P. Holden   4,689,304,061 75,035,314 1,241,979,661
Gregory B. Maffei   4,132,011,958 632,327,417 1,241,979,661
Evan D. Malone   4,681,375,052 82,964,323 1,241,979,661
James E. Meyer   4,730,999,434 33,339,941 1,241,979,661
James F. Mooney   4,740,246,069 24,093,306 1,241,979,661
Robin S. Pringle   4,681,187,120 83,152,255 1,241,979,661
Carl E. Vogel   4,575,466,587 188,872,788 1,241,979,661
Vanessa A. Wittman   4,741,228,343 23,111,032 1,241,979,661
David Zaslav   4,739,129,554 25,209,821 1,241,979,661


 Item 2 – Ratification of Appointment of KPMG LLP as Independent Registered Public Accountants


The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants.


    Votes Cast For   Votes Cast Against   Abstentions
    5,962,197,154   30,506,420   13,615,462


Item 3 – Stockholder Proposal Regarding Succession Planning

The holders of our common stock did not approve a proposal submitted by The Central Laborers’ Pension Fund requesting that our board of directors amend our Corporate Governance Guidelines to adopt and disclose a written and detailed succession planning policy.


    Votes Cast For   Votes Cast Against   Abstentions   Broker Non Votes  
    414,782,856   4,241,015,562   108,540,957   1,241,979,661





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.


  By:   /s/ Patrick L. Donnelly
      Patrick L. Donnelly
      Executive Vice President, General
      Counsel and Secretary




Dated: May 22, 2013