0001104659-13-045369.txt : 20130529 0001104659-13-045369.hdr.sgml : 20130529 20130529171048 ACCESSION NUMBER: 0001104659-13-045369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130529 DATE AS OF CHANGE: 20130529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ascent Capital Group, Inc. CENTRAL INDEX KEY: 0001437106 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 262735737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34176 FILM NUMBER: 13879006 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGELWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5622 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGELWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media Corp DATE OF NAME CHANGE: 20110616 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media CORP DATE OF NAME CHANGE: 20080606 8-K 1 a13-13448_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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, 2013

 

ASCENT CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34176

 

26-2735737

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (303) 628-5600

 

 

(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):

 

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 5.07.  Submission of Matters to a Vote of Security Holders.

 

At the Ascent Capital Group, Inc. (the “Company”) annual meeting of stockholders held on May 22, 2013, the following three proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to re-elect Philip J. Holthouse as a member of the board of directors, (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2013 and (3) a stockholder proposal relating to the redemption of the preferred share purchase rights issued pursuant to the Company’s Rights Agreement, dated September 17, 2008, as amended (the “Rights Plan”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

 

Proposal No. 1 - The Election of Directors

 

Director Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Philip J. Holthouse

 

12,810,378

 

4,904,884

 

1,745,436

 

 

Accordingly, Mr. Holthouse was re-elected to the Company’s board of directors.

 

Proposal No. 2 - The Auditor Ratification Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

19,430,459

 

21,315

 

8,924

 

 

Accordingly, the auditor ratification proposal was approved.

 

Proposal No. 3 - The Shareholder Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

9,271,854

 

8,418,564

 

24,844

 

1,745,436

 

 

Accordingly, the shareholder proposal was approved and, as a result of such approval, constitutes a non-binding request that the Board of Directors (the “Board”) of the Company redeem the preferred share purchase rights issued pursuant to the Rights Plan. The Board intends to take the results of the vote on the shareholder proposal into consideration at its next regularly scheduled meeting.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 29, 2013

 

 

 

 

ASCENT CAPITAL GROUP, INC.

 

 

 

 

 

By:

/s/ William E. Niles

 

 

Name:

William E. Niles

 

 

Title:

Executive Vice President, General Counsel and Secretary

 

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