Current Report Filing (8-k)
May 09 2019 - 5:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 7, 2019
Frontier Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware
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Delaware
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001-11001
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06-0619596
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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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401 Merritt 7, Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip Code)
(203)
614-5600
(Registrants telephone number, including area code)
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:
☐
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
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Common Stock, $0.25 par value
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FTR
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The NASDAQ Stock Market, LLC
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 7, 2019, Frontier Communications Corporation (the Company) amended and restated its bylaws to, among other things,
modify the director and officer indemnification provisions to clarify that certain references to indemnification include advancement of expenses. The foregoing does not purport to be a complete description of the amended and restated bylaws and is
qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2019 Annual Meeting of Stockholders on May 7, 2019. The number of shares of common stock present at the Annual
Meeting was 87,519,730, or 83.1% of the shares of common stock outstanding on March 11, 2019, the record date for the Annual Meeting. At the Annual Meeting, the following items were submitted to a vote of stockholders:
(1) All nominees were elected to serve on the Board of Directors pursuant to the following votes:
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DIRECTOR
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FOR
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AGAINST
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ABSTAIN
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Peter C.B. Bynoe
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37,928,424
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5,755,503
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508,985
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Diana S. Ferguson
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39,800,744
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3,916,946
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475,222
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Edward Fraioli
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40,699,375
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2,980,904
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512,633
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Daniel J. McCarthy
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41,157,697
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2,653,977
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381,238
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Michael R. McDonnell
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41,621,346
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2,185,129
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386,437
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Pamela D.A. Reeve
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40,249,657
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3,473,858
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469,397
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Virginia P. Ruesterholz
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41,211,703
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2,624,399
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356,810
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Robert A. Schriesheim
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41,023,921
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2,783,725
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385,266
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Howard L. Schrott
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37,432,662
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6,272,808
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487,442
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There were 43,326,818 broker
non-votes
with respect to each nominee.
(2) The advisory proposal to approve executive compensation was not approved and received the following vote:
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FOR
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AGAINST
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ABSTAIN
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19,319,568
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22,090,049
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2,783,295
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There were 43,326,818 broker
non-votes
with respect to this matter.
(3) The appointment of KPMG LLP as Frontiers independent registered public accounting firm for 2019 was ratified with the following
vote:
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FOR
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AGAINST
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ABSTAIN
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79,105,485
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7,364,072
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1,050,173
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There were no broker
non-votes
with respect to this matter.
(4) The stockholder proposal on equity compensation was not approved and received the
following vote:
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FOR
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AGAINST
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ABSTAIN
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6,285,597
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37,212,177
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695,138
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There were 43,326,818 broker
non-votes
with respect to this matter.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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FRONTIER COMMUNICATIONS CORPORATION
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Date: May 9, 2019
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By:
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/s/ Mark D. Nielsen
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Mark D. Nielsen
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Executive Vice President, Chief Legal Officer and Secretary
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