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) June 2, 2011 (June 1, 2011)

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

1-13796		58-0285030
(Commission File Number)		(IRS Employer Identification No.)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

404-504-9828
(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):

		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 5.07 Submission of Matters to a Vote of Security Holders.

Gray Television, Inc’s (the “Company”) annual meeting of shareholders was held on June 1, 2011. The following matters were voted upon and the results of the voting were as follows:

						Votes				Votes				Broker
No.				Proposal		For				Withheld				Non-Votes
	1			Election of directors:
				Richard L. Boger			82,693,891				1,159,768				19,283,172
				Ray M. Deaver			82,043,670				1,809,989				19,283,172
				T. L. Elder			82,704,368				1,149,291				19,283,172
				Hilton H. Howell, Jr.			82,667,585				1,186,074				19,283,172
				William E. Mayher, III			82,697,441				1,156,218				19,283,172
				Zell B. Miller			82,691,810				1,161,849				19,283,172
				Howell W. Newton			82,706,064				1,147,595				19,283,172
				Hugh E. Norton			81,985,901				1,867,758				19,283,172
				Robert S. Prather, Jr.			82,650,950				1,202,709				19,283,172
				Harriett J. Robinson			82,769,916				1,083,743				19,283,172
				J. Mack Robinson			82,761,370				1,092,289				19,283,172

Votes

Votes

Broker

No.

Proposal

For

Against

Abstain

Non-Votes

2

Approval of a non-binding advisory resolution relating to compensation of the Company’s named executive officers.

80,481,683

988,125

2,383,851

19,283,172

																						Broker
No.				Proposal		1 Year				2 Years				3 Years				Abstain				Non-Votes
	3			Advisory vote relating to the frequency of the Company’s future shareholder non-binding advisory votes on executive compensation.			21,453,641				129,146				59,888,455				2,382,417				19,283,172

Votes

Votes

No.

Proposal

For

Against

Abstain

4

Ratification of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2011.

101,049,228

1,971,319

116,284

In light of the results of the advisory vote on proposal No. 3 above, the Company’s board of directors has determined that the Company will hold an advisory vote on named executive officer compensation every three years until the next required advisory vote on the frequency of shareholder votes on the compensation of named executive officers, which will be no later than the Company’s annual meeting of shareholders in 2017.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.