UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Hemisphere Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 

The Proxy Materials are available for review at: http://www.cstproxy.com/hemispheretv/2014 Hemisphere Media Group, Inc. 2000 Ponce de Leon Blvd. | Suite 500 Coral Gables, FL 33134 COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on May 21, 2014 Dear Stockholder, NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hemisphere Media Group, Inc. on Wednesday, May 21, 2014 at 9:30 a.m., local time, at the offices of Holland & Knight LLP, 701 Brickell Avenue, Suite 3300, Miami, FL 33131, or as soon thereafter as a quorum shall be present, for the following purposes: (1) To elect three Class I directors to the Board of Directors for a three-year term expiring at the 2017 annual meeting; Our Board of Directors recommends a vote “FOR” each of the Class I director nominees in Proposal 1. (2) To ratify the Board of Directors’ appointment of McGladrey LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2014; Our Board of Directors recommends a vote “FOR” Proposal 2. (3) To vote on a non-binding advisory resolution to approve the compensation of our named executive officers; Our Board of Directors recommends a vote “FOR” Proposal 3. (4) To vote on an advisory, non-binding basis on whether the advisory vote on executive compensation should occur every one, two or three years; and Our Board of Directors recommends a vote for every “THREE YEARS” for Proposal 4. (5) To consider all other appropriate matters that may be brought before the Annual Meeting. Only stockholders of record on the books of the Company at the close of business on March 26, 2014 will be entitled to vote at the meeting. Stockholders are cordially invited to attend the meeting. You May Vote Your Proxy When You View The Materials On The Internet Or By Mail. You Will Be Asked To Follow The Prompts To Vote Your Shares. c/o Continental Proxy Services – 8th Floor 17 Battery Place, New York NY 10004 –1123 Vote Your Proxy on the Internet: Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares.

 

Hemisphere Media Group, Inc. 2000 Ponce de Leon Blvd. | Suite 500 Coral Gables, FL 33134 Important Notice Regarding the Availability Of Proxy Materials For the StockholderMeeting to Be Held On May 21, 2014 This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. You must request a copy as instructed below by May 11, 2014 to facilitate a timely delivery. The following proxy materials are available to you to review at: http://www.cstproxy.com/hemispheretv/2014 - The Company’s Annual Report for the year ended December 31, 2013 - The Company’s 2014 Proxy Statement (including all attachments thereto) - The proxy card - Any amendments to the foregoing materials that are required to be furnished to stockholders ACCESSING YOUR PROXYMATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, proxy number and account number to access the proxy materials. REQUESTING A PAPER OR EMAIL COPY OF THE PROXYMATERIALS By telephone please call 1-888-221-0690 or By logging on to http://www.cstproxy.com/hemispheretv/2014 or By email at: proxy@continentalstock.com Please include the company name and your proxy number in the subject line.