Current Report Filing (8-k)

Date : 05/09/2019 @ 10:10PM
Source : Edgar (US Regulatory)
Stock : Frontier Communications Corporation (FTR)
Quote : 0.9864  -0.0009 (-0.09%) @ 10:51PM
Frontier Communications share price Chart

Current Report Filing (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 7, 2019

 

 

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

Delaware   001-11001   06-0619596

(State or other jurisdiction

of incorporation)

 

(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)

 

 

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 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:

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

Common Stock, $0.25 par value   FTR   The NASDAQ Stock Market, LLC

 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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

Submission of Matters to a Vote of Security Holders.

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:

 

DIRECTOR    FOR      AGAINST      ABSTAIN  

Peter C.B. Bynoe

     37,928,424        5,755,503        508,985  

Diana S. Ferguson

     39,800,744        3,916,946        475,222  

Edward Fraioli

     40,699,375        2,980,904        512,633  

Daniel J. McCarthy

     41,157,697        2,653,977        381,238  

Michael R. McDonnell

     41,621,346        2,185,129        386,437  

Pamela D.A. Reeve

     40,249,657        3,473,858        469,397  

Virginia P. Ruesterholz

     41,211,703        2,624,399        356,810  

Robert A. Schriesheim

     41,023,921        2,783,725        385,266  

Howard L. Schrott

     37,432,662        6,272,808        487,442  

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:

 

FOR     AGAINST     ABSTAIN  
  19,319,568       22,090,049       2,783,295  

There were 43,326,818 broker non-votes with respect to this matter.

(3) The appointment of KPMG LLP as Frontier’s independent registered public accounting firm for 2019 was ratified with the following vote:

 

FOR     AGAINST     ABSTAIN  
  79,105,485       7,364,072       1,050,173  

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:

 

FOR     AGAINST     ABSTAIN  
  6,285,597       37,212,177       695,138  

There were 43,326,818 broker non-votes with respect to this matter.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description

3.1    Bylaws of Frontier Communications Corporation, as amended May 7, 2019.


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 9, 2019     By:    /s/ Mark D. Nielsen
      Mark D. Nielsen
      Executive Vice President, Chief Legal Officer and Secretary

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