Current Report Filing (8-k)

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 22, 2020

GTT COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-35965		20-2096338
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7900 Tysons One Place

Suite 1450

McLean, VA 22102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 442-5500

N/A

(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 (See General Instruction A.2. below):

¨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, par value $.0001 per share		GTT		New York Stock Exchange

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.

At our 2020 Annual Meeting of Stockholders held on May 27, 2020, our stockholders voted on four proposals:

To elect eleven nominees set forth in the 2020 Proxy Statement to the Board of Directors, to serve for a one-year term expiring at the 2021 Annual Meeting or until their successors are duly elected and qualified or their earlier resignation or removal;

To approve our stockholder rights agreement, dated August 7, 2019, with American Stock Transfer & Trust Company, LLC, as Rights Agent (the “NOL Rights Agreement”);

To approve a non-binding advisory resolution approving the compensation of our named executive officers; and

To ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2020.

At the close of business on April 1, 2020, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 57,570,183 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting.

The final vote tabulation for the proposals presented at the Annual Meeting, as received from American Stock Transfer in its capacity as the independent inspector of elections, is as follows:

The holders of 45,938,030 shares of our common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

Election of Directors. At the Annual Meeting, each of the persons identified below was elected as a director, with the final voting results as specified below.

Nominee for Director	Votes For		Votes Withheld		Broker-Non Votes
Richard D. Calder, Jr.		18,428,187		16,359,028		11,150,815
H. Brian Thompson		30,553,274		4,233,941		11,150,815
S. Joseph Bruno		34,287,758		499,457		11,150,815
Rhodric C. Hackman		34,311,460		475,755		11,150,815
Howard E. Janzen		30,535,689		4,251,526		11,150,815
Nick Adamo		34,466,377		320,838		11,150,815
Theodore B. Smith, III		33,988,165		799,050		11,150,815
Elizabeth Satin		34,474,201		313,014		11,150,815
Julius Erving		30,579,152		4,208,063		11,150,815
Benjamin Stein		34,599,684		187,531		11,150,815
Zachary Sternberg		34,675,288		111,927		11,150,815

Approval of NOL Rights Plan. The stockholders approved the NOL Rights Agreement by the votes set forth in the table below.

Voted For				Voted Against				Abstain				Broker Non-Votes
	31,852,773				2,922,470				11,972				11,150,815

Advisory vote on executive compensation. The stockholders approved on a non-binding advisory basis the compensation of our named executive officers by the votes set forth in the table below.

Voted For				Voted Against				Abstain				Broker Non-Votes
	29,921,668				4,839,543				26,004				11,150,815

Ratification of independent registered public accounting firm. The stockholders voted to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2020 by the vote set forth below.

Voted For				Voted Against				Abstain				Broker Non-Votes
	45,588,262				52,036				297,732				0

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SIGNATURE

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 thereunto duly authorized.