8-K 1 a16-9565_18k.htm 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): April 26, 2016

 

EARTHLINK HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State of Incorporation)

 

001-15605
(Commission File Number)

 

46-4228084
(I.R.S. Employer Identification No.)

 

1170 Peachtree St., Atlanta, Georgia

 

30309

(Address of principal executive offices)

 

(Zip Code)

 

(404) 815-0770

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report date)

 

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02                   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Adoption of EarthLink Holdings Corp. 2016 Equity and Cash Incentive Plan

 

EarthLink Holdings Corp. (the “Company”) held its annual meeting of stockholders on April 26, 2016 (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the Company’s stockholders approved the EarthLink Holdings Corp. 2016 Equity and Cash Incentive Plan (the “2016 Plan”). The 2016 Plan was made effective as of April 26, 2016, upon receipt of stockholder approval at the 2016 Annual Meeting. A description of the material terms of the 2016 Plan and a copy of the 2016 Plan are included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2016, and are incorporated by reference herein.

 

Appointment of New Director

 

The Board of Directors of the Company, upon recommendation of the Corporate Governance and Nominating Committee, appointed Marc F. Stoll as director, effective April 27, 2016.  Mr. Stoll has been appointed to serve on the Audit Committee.

 

From October 2014 to March 2015, Mr. Stoll served as Chief Financial Officer at Anaplan, Inc., a privately-held provider of a cloud-based business modeling and planning platform for sales operations and finance. From 2008 to 2013, Mr. Stoll served as Vice President, Worldwide Sales at Apple, Inc. From 2007 to 2008, he served as Corporate Senior Vice President and Corporate Controller at CA, Inc., a systems software provider. From 2002 to 2004, Mr. Stoll served as Vice President, Technology Equity Research at Julius Baer Investment Management, a Swiss banking group. Mr. Stoll currently serves as a member of the board of directors of Arista Networks, Inc. (NYSE:ANET), a computer networking company, and is a member of the audit committee and the nominating and governance committee.

 

Mr. Stoll has no relationship with the Company that would require disclosure pursuant to Item 404(a) of the Securities and Exchange Commission Regulation S-K.  Mr. Stoll has no direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party.

 

On April 27, 2016, the Company issued a press release announcing the appointment of Mr. Stoll.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

The following summarizes the voting results for the four proposals submitted for a vote of the stockholders of the Company at the 2016 Annual Meeting:

 

Proposal 1.  To elect Susan D. Bowick, Joseph F. Eazor, Kathy S. Lane, Garry K. McGuire, R. Gerard Salemme, Julie A. Shimer, Ph.D. and Walter L. Turek to the Company’s Board of Directors to serve until the 2017 annual meeting of stockholders or until his or her successor is duly elected and qualified. This proposal was approved by the Company’s stockholders at the 2016 Annual Meeting.

 

Name

 

Votes For

 

Votes
Against

 

Votes
Abstained

 

Broker non-
votes

 

Susan D. Bowick

 

82,705,975

 

823,581

 

47,269

 

12,043,492

 

Joseph F. Eazor

 

81,206,403

 

2,324,058

 

46,364

 

12,043,492

 

Kathy S. Lane

 

82,736,432

 

797,043

 

43,350

 

12,043,492

 

Garry K. McGuire

 

82,707,044

 

824,817

 

44,964

 

12,043,492

 

R. Gerard Salemme

 

82,292,536

 

1,236,851

 

47,438

 

12,043,492

 

Julie A. Shimer, Ph.D

 

82,273,819

 

1,239,409

 

63,597

 

12,043,492

 

Walter L. Turek

 

82,726,003

 

801,631

 

49,191

 

12,043,492

 

 

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Proposal 2.  To approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers.  This proposal was approved by the Company’s stockholders at the 2016 Annual Meeting.

 

Votes For —82,185,207
Votes Against —1,166,161
Votes Abstained —225,457
Broker non-votes — 12,043,492

 

Proposal 3.  To approve the 2016 Plan.  This proposal was approved by the Company’s stockholders at the 2016 Annual Meeting.

 

Votes For — 73,798,699

Votes Against — 9,713,191

Votes Abstained — 64,935

Broker non-votes — 12,043,492

 

Proposal 4.  To ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.  This proposal was approved by the Company’s stockholders at the 2016 Annual Meeting.

 

Votes For —95,132,580
Votes Against —416,385
Votes Abstained — 71,352

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 27, 2016

 

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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 hereunto duly authorized.

 

 

 

EARTHLINK HOLDINGS CORP.
(Registrant)

 

 

 

 

 

 

By:

/s/ Louis M. Alterman

 

 

 

Name:

Louis M. Alterman

 

 

 

Title:

Executive Vice President, Chief Financial Officer

 

 

Date: April 27, 2016

 

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