Current Report Filing (8-k)
May 11 2017 - 12:47PM
Edgar (US Regulatory)
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):
May 11, 2017
Otelco
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-32362
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52-2126395
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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505
Third Avenue East, Oneonta, AL 35121
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(205) 625-3574
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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Otelco
Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2017.
As set forth below, at the Annual Meeting, the holders of the Company’s Class A Common Stock voted on four proposals.
Proposal
1 – Election of Directors
At
the Annual Meeting, the holders of the Company’s Class A Common Stock elected Norman C. Frost, Curtis L. Garner, Jr., Howard
J. Haug, Stephen P. McCall, Brian A. Ross, Robert J. Souza and Gary L. Sugarman as directors of the Company for a term to expire
at the Company’s 2018 Annual Meeting of Stockholders. The results of the voting were as follows:
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For
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Withheld
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Broker
Non-Vote
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Norman C. Frost
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573,052
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536,190
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1,057,348
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Curtis L. Garner, Jr.
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569,496
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539,746
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1,057,348
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Howard J. Haug
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570,004
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539,238
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1,057,348
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Stephen P. McCall
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601,447
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507,795
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1,057,348
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Brian A. Ross
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601,547
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507,695
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1,057,348
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Robert J. Souza
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598,059
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511,183
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1,057,348
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Gary L. Sugarman
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564,511
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544,731
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1,057,348
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Proposal
2 – Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm
At
the Annual Meeting, the holders of the Company’s Class A Common Stock voted on the ratification of the appointment of BDO
USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2017. The
results of the voting were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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2,134,762
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26,269
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5,559
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0
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Proposal
3 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executives
At
the Annual Meeting, the holders of the Company’s Class A Common Stock voted on the approval, on an advisory basis, of the
compensation of the Company’s named executive officers. The results of the voting were as follows:
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For
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Against
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Abstain
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Broker
Non-
Vote
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710,886
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385,354
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13,002
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1,057,348
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Proposal
4 –
Advisory Vote on the Frequency of Holding Future Advisory Votes on the Compensation
of the Company’s Named Executives
At
the Annual Meeting, the holders of the Company’s Class A Common Stock voted on an advisory resolution with respect to whether
future advisory votes on the compensation of the Company’s named executive officers should occur annually, every two years
or every three years. The results of the voting were as follows:
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Annual
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Every
Two
Years
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Every
Three Years
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Abstain
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Broker
Non-
Vote
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952,382
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107,941
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46,740
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2,179
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1,057,348
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In
light of these voting results, the Company has determined that it will hold an annual advisory vote on the compensation of the
Company’s named executive officers until the next advisory vote with respect to the frequency of advisory votes on the compensation
of the Company’s named executive officers. An advisory vote with respect to the frequency of advisory votes on the compensation
of the Company’s named executive officers is required to be held at least once every six years.
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.
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OTELCO
INC.
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(Registrant)
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Date:
May 11, 2017
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By:
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/s/
Curtis L. Garner, Jr.
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Name:
Curtis L. Garner, Jr.
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Title:
Chief Financial Officer
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