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) February 21, 2013
Consolidated Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51446 | 02-0636095 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 121 South 17th Street, Mattoon, Illinois | 61938-3987 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (217) 235-3311
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2013, the Company's board of directors elected Thomas A. Gerke, age 56, as a Class II Director of the Company, with a term to expire at the 2013 annual meeting of the Company's stockholders.
As a non-employee director, Mr. Gerke will participate in the Company's director compensation program. As of the date of Mr. Gerke's election, the compensation program is as follows: (1) $25,000 annual cash retainer; and (2) $1,250 for board meetings attended in person and $750 for committee meetings attended in person, with meeting fees halved for each board or board committee meeting attended by means of telephone conference call. The Company also reimburses all non-employee directors for reasonable expenses incurred to attend board or board committee meetings. In addition, Mr. Gerke will be eligible to receive an annual restricted share award pursuant to the Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan. The number of shares will be determined by dividing $45,000 by the 20-day average closing price of the stock as of two trading days before the award date, and all of the restricted shares will vest on the December 5th following the date of the award.
Mr. Gerke has not yet been named as a member of any committee of the board of directors.
Item 7.01. Regulation FD Disclosure.
On February 21, 2013, the Company issued a press release announcing the election of Mr. Gerke as director.
The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release dated February 21, 2013
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.
| Consolidated Communications Holdings, Inc.
(Registrant) |
||
| February 21, 2013
(Date) |
/s/ STEVEN L. CHILDERS
Steven L. Childers Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit No. |
|
Description |
|
99.1 |
|
Press Release dated February 21, 2013 |
EXHIBIT 99.1
MATTOON, Ill., Feb. 21, 2013 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) announced today that Thomas A. Gerke, Chief Legal Officer of H&R Block and former President and Chief Executive Officer of Embarq, will join the Company's board of directors.
"Tom's extensive telecommunications experience makes him a valuable addition, and we are delighted to have him join Consolidated's board," said Dick Lumpkin, Consolidated's chairman.
Gerke is currently Chief Legal Officer for H&R Block. From 2006 to 2009, he worked in various executive level positions at Embarq and served as President and Chief Executive Officer starting in 2007. Embarq was merged with CenturyLink in 2009 where Gerke served as Executive Vice Chairman through 2010. Prior to Embarq, he worked in a broad range of executive positions with Sprint, including General Counsel.
"Tom brings a wealth of experience in operational and strategic areas of telecommunications. As a long-time resident in the Kansas City region, Tom has insight into that region's marketplace where we operate," said Bob Currey, Consolidated's President and Chief Executive Officer. "I look forward to working with Tom."
Gerke resides in Leawood, Kansas and serves on several local boards, including Rockhurst University and the Kansas City Local Investment Commission. He earned his Bachelor of Science degree in Business Administration from the University of Missouri in Columbia, his MBA from Rockhurst University, and his Juris Doctorate degree from the University of Missouri School of Law in Kansas City.
The addition of Gerke gives the Board four independent members out of a total of six. In addition to Gerke, Consolidated's board of directors consists of Richard Lumpkin, Chairman; Robert Currey, Consolidated's President and CEO; Maribeth Rahe, President and CEO of Fort Washington Investment Advisors, Inc.; Roger Moore, former President and CEO of Illuminet Holdings, Inc.; and Timothy Taron, Senior Partner with the law firm of Hefner Stark & Marois, LLP and a former Director for SureWest Communications.
About Consolidated
Consolidated Communications Holdings, Inc. is a leading communications provider within its six state operations of California, Illinois, Kansas, Missouri, Pennsylvania and Texas. Headquartered in Mattoon, IL, the Company has been providing services in many of its markets for over a century. With one of the highest quality networks in the industry, the Company offers a wide range of communications services, including IP-based digital and high definition television, high speed internet, Voice over IP, carrier access, directory publishing and local and long distance service.
CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
Matthew.smith@consolidated.com