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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Stockholders (the “Annual Meeting”) of Consolidated
Communications Holdings, Inc. (the “Company”) held on May 1, 2017, 44,388,484 shares of common stock, $0.01 par value,
or approximately 87.7% of the 50,605,844 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present
in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and
the final voting results on each such matter.
Proposal No. 1: Election of Class III Directors.
The number of votes cast for
each nominee named in the Company’s proxy statement, as well as the number of votes withheld and broker non-votes, were as
follows:
Name of Nominee
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Votes For
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Withheld
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Broker Non-Votes
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Robert J. Currey
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32,121,682
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2,636,940
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9,629,862
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Maribeth S. Rahe
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34,370,664
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387,958
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9,629,862
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C. Robert Udell, Jr.
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34,266,026
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492,596
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9,629,862
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Each nominee, having received a plurality of the votes cast, was elected. In addition,
the terms of office of the following directors continued after the Annual Meeting: Thomas A. Gerke, Richard A. Lumpkin, Roger H.
Moore, Dale E. Parker and Timothy D. Taron.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting
Firm
. With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2017, the number of votes cast for and against this matter, as well as
the number of abstentions, were as follows:
Votes For
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Votes Against
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Abstentions
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43,825,433
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324,844
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238,207
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There were no broker non-votes as to Proposal No. 2.
Proposal No. 2, having received the affirmative vote of the holders of more than a majority
of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.
Proposal No. 3: Advisory Vote on the Approval of Named Executive Officer Compensation
.
With respect to the advisory vote to approve the compensation of the Company’s named executive officers described in the
Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and
broker non-votes, were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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32,313,899
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2,055,048
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389,675
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9,629,862
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Proposal No. 3, having received the affirmative vote of the holders of more than a majority
of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted, on an advisory
basis.
Proposal No. 4: Advisory Vote on the Frequency of the Advisory Votes on Executive
Compensation
. With respect to the advisory vote as to whether the stockholder vote to approve named executive officer compensation
should occur yearly, every two years or every three years, the number of votes cast for the “Yearly,” “Every
Two Years” and “Every Three Years” frequencies, as well as the number of abstentions and broker non-votes, were
as follows:
Yearly
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Every Two Years
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Every Three Years
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Abstentions
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Broker Non-Votes
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26,782,886
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255,350
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7,368,605
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351,781
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9,629,862
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Based on these results, the Board of Directors of the Company determined
on May 1, 2017, consistent with the stockholders’ vote on the matter, to hold an advisory vote on the compensation of the
Company’s named executive officers on an annual basis (i.e. “yearly”), until the next advisory vote on the frequency
of stockholder votes on the compensation of the Company's named executive officers. The Board of Directors plans for the next advisory
vote on the compensation of named executive officers of the Company to occur in 2018 as a result of the adoption of the “yearly”
standard.