Form 8-K

 

 

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 10, 2017

 

 

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-11001   06-0619596
(Commission File Number)   (IRS Employer Identification No.)
401 Merritt 7, Norwalk, Connecticut   06851
(Address of principal executive offices)   (Zip Code)

(203) 614-5600

(Registrant’s telephone number, including area code)

 

(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))

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.

Frontier Communications Corporation held its 2017 Annual Meeting of Stockholders on May 10, 2017. The number of shares of common stock present at the Annual Meeting was 956,266,374 or 81.18% of the shares of common stock outstanding on March 13, 2017, 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:

 

       

DIRECTOR

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

Leroy T. Barnes, Jr.

  438,218,818   41,701,484   7,784,524

Peter C.B. Bynoe

  441,060,789   38,685,679   7,958,358

Diana S. Ferguson

  445,228,722   34,785,685   7,690,419

Edward Fraioli

  447,171,950   32,698,532   7,834,344

Daniel J. McCarthy

  441,877,911   37,500,006   8,326,909

Pamela D.A. Reeve

  441,804,315   38,158,282   7,742,229

Virginia P. Ruesterholz

  444,794,548   35,261,873   7,648,405

Howard L. Schrott

  438,255,529   41,541,688   7,907,609

Mark Shapiro

  435,981,082   43,963,511   7,760,233

Myron A. Wick III

  432,946,693   46,900,968   7,857,165

There were 468,561,548 broker non-votes with respect to each nominee.

(2) The advisory proposal to approve executive compensation was approved with the following vote:

 

     

FOR

 

 

AGAINST

 

 

ABSTAIN

 

386,555,315

  90,715,391   10,434,120

There were 468,561,548 broker non-votes with respect to this matter.

(3) On the advisory proposal on the frequency of the advisory executive compensation proposal, Frontier’s stockholders recommend that such vote be held annually as follows:

 

       

ONE YEAR

 

 

TWO YEARS

 

 

THREE YEARS

 

 

ABSTAIN

 

410,573,503

  8,714,261   56,604,094   11,812,968

There were 468,561,548 broker non-votes with respect to this matter.

Frontier will include an advisory vote on executive compensation on an annual basis until the next advisory vote on the frequency of the executive compensation proposal, which will occur no later than Frontier’s 2023 Annual Meeting.

 

(4) The proposal to approve Frontier’s 2017 Equity Incentive Plan was approved with the following vote:

 

     

FOR

 

 

AGAINST

 

 

ABSTAIN

 

407,333,003

  68,522,595   11,849,228

There were 468,561,548 broker non-votes with respect to this matter.


(5) The proposal to adopt an Amendment to Frontier’s Restated Certificate of Incorporation was approved with the following vote:

 

     

FOR

 

 

AGAINST

 

 

ABSTAIN

 

787,336,329

  150,201,282   18,728,763

There were no broker non-votes with respect to this matter.

(6) The appointment of KPMG LLP as Frontier’s independent registered public accounting firm for 2017 was ratified with the following vote:

 

     

FOR

 

 

AGAINST

 

 

ABSTAIN

 

903,529,639

  39,493,933   13,242,802

There were no broker non-votes with respect to this matter.

 

Item 8.01 Other Events.

On May 10, 2017, following the Annual Meeting, the Board of Directors determined to effect the reverse stock split of the issued shares of common stock at a ratio of one share for fifteen shares. The reverse stock split will be effective as of the beginning of trading on Monday, July 10, 2017, and will reduce the number of shares of common stock outstanding to approximately 78.5 million shares. In addition, and at the same time, the total number of shares of common stock that Frontier is authorized to issue will change from 1,750,000,000 shares to 175,000,000 shares. Frontier’s equity market capitalization will be unchanged.

A copy of the press release issued on May 12, 2017 is attached hereto as Exhibit 99.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

  99 Press Release of Frontier issued on May 12, 2017.


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.

 

    FRONTIER COMMUNICATIONS CORPORATION
Date: May 12, 2017     By:  

/s/ Mark D. Nielsen

      Mark D. Nielsen
      Executive Vice President and Chief Legal Officer