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 20, 2017
 

Voltari Corporation
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
000-55419
 
90-0933943
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
767 Fifth Avenue, Suite 4700
New York, NY 10153
(Address of Principal Executive Offices, including Zip Code)
 
(212) 388-5500
(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:
 
☐
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
 

 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
Voltari Corporation (the “Company”) held its Annual Meeting of Stockholders on June 20, 2017 (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the following proposals and cast their votes as described below.
 
Proposal No. 1.  
Election of Directors. The stockholders elected all of the Board’s nominees for director, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.
 
Name
 
For
 
 
Withheld
 
 
Abstained
 
 
Broker Non-Vote
 
Peter K. Shea
    5,075,506  
    148,814  
    --  
    2,167,202  
Jaffrey (Jay) A. Firestone
    5,077,823  
    146,497  
    --  
    2,167,202  
Kevin Lewis
    5,076,992  
    147,328  
    --  
    2,167,202  
Sachin Latawa
    5,078,491  
    145,829  
    --  
    2,167,202  
 
Proposal No 2.
Advisory Approval of the Company’s Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Company’s proxy materials.
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Vote
 
    5,035,714  
    173,662  
    14,944  
    2,167,202
 
 
Proposal No 3.
Advisory Approval of the Frequency of an Advisory Vote on the Company’s Executive Compensation. The stockholders approved on a non-binding, advisory basis, to hold an advisory vote every year on the compensation of the Company’s named executive officers.
 
 
1Year
 
 
2 Years
 
 
3 Years
 
 
Abstained
 
 
Broker Non-Vote
 
    5,159,434  
    5,652  
    22,284  
    36,950  
    2,167,202  
 
Proposal No 4.
Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
 
 
For
 
 
Against
 
 
Abstained
 
 
Broker Non-Vote
 
    6,957,307  
    342,944  
    91,271  
    --  
 
 
 
 
 
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.
 
 
 
VOLTARI CORPORATION
 
 
 
 
 
June 21, 2017
By:  
/s/ Kenneth Goldmann
 
 
 
Kenneth Goldmann  
 
 
 
Chief Financial Officer