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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 13, 2021

 

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Maryland

 

001-36708

 

46-5230630

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

10802 Executive Center Drive

Benton Building Suite 300

Little Rock, Arkansas

 

72211

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (501) 850-0820

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)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

UNIT

The NASDAQ Global Select Market

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.

 

 


 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2021 annual meeting of stockholders (the “Annual Meeting”) of Uniti Group Inc. (the “Company”) was held virtually on May 13, 2021 at 8:00 a.m. (Eastern time) at www.virtualshareholdermeeting.com/UNIT2021.  During the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 1, 2021. The voting results for each of the proposals are as follows.

 

1.

Election of Directors.  The six director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following votes:

 


Name

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

Jennifer S. Banner

133,811,162

2,370,416

350,335

35,544,266

Scott G. Bruce

134,392,703

1,778,852

360,358

35,544,266

Francis X. (“Skip”) Frantz

130,635,160

5,560,454

336,299

35,544,266

Kenneth A. Gunderman

134,604,510

1,577,919

349,484

35,544,266

Carmen Perez-Carlton

134,082,533

2,113,498

335,882

35,544,266

David L. Solomon

134,428,042

1,739,330

364,541

35,544,266

 

2.

Advisory Vote to Approve Executive Compensation.  The stockholders approved an advisory non-binding resolution approving the compensation of the Company’s named executive officers by the following votes:  

 

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

133,001,832

2,902,989

627,092

35,544,266

 

3.

Ratification of KPMG LLP as the Company’s Independent Registered Public Accountant.  The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accountant for 2021 by the following votes:

 

Votes For

Votes Against

Votes Abstained

170,907,076

778,213

390,890

 


 


 

 

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.

 

Date: May 14, 2021

UNITI GROUP INC.

 

 

 

 

 

 

By:

/s/ Daniel L. Heard

 

 

Name:

 

Daniel L. Heard

 

 

Title:

 

Executive Vice President – General Counsel and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

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