comm-8k_20200508.htm

Delaware		001-36146		27-4332098
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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).

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. ☐

CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 8, 2020. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below, based upon 195,284,390 total shares of common stock eligible to vote at the Meeting, and 1,000,000 total shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 36,363,636 shares of common stock, eligible to vote at the Meeting. The holders of the Series A Convertible Preferred Stock, voting as a separate class, voted on the election of two directors. The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement, voted on the election of three directors and on five other proposals at the Meeting.

Each of the proposals that were voted upon at the Meeting passed by the votes set forth in the tables below for each proposal.

(1)	The holders of Series A Convertible Preferred Stock, voting as a separate class, voted to elect two directors to serve a term expiring at the Company’s 2021 Annual Meeting of Stockholders or until their successors are elected and qualify to serve:
	Name of Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
	Daniel F. Akerson	36,363,636	-	-	-
	Patrick R. McCarter	36,363,636	-	-	-

(2)	The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class to elect three Class I Directors for terms ending at the Company’s 2023 Annual Meeting of Stockholders or until their successors are elected and qualify to serve:
	Name of Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
	Frank M. Drendel	195,248,363	5,390,816	37,132	9,152,830
	Joanne M. Maguire	193,684,406	6,957,992	33,913	9,152,830
	Thomas J. Manning	197,052,109	3,588,413	35,789	9,152,830

Votes For

Votes

Against

Abstentions

(3)

Ratification of Independent Registered Public Accounting

Firm for 2020:

209,114,475

665,567

49,099

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

(4)

Non-binding advisory approval of the compensation

of the Company's named executive officers:

132,360,535

67,385,418

930,358

9,152,830

Every

Year

Every 2

Years

Every 3

Years

Abstentions

Broker

Non-Votes

(5)

Non-binding advisory approval of the

frequency of future advisory votes

on the compensation of the

Company's named executive

officers:

199,366,056

129,571

359,152

821,532

9,152,830

Based on the outcome of the vote on the frequency of future advisory votes to approve executive compensation and consistent with its recommendation, the Board has determined that the Company will continue to hold such votes to approve executive compensation every year until the next required frequency vote. Accordingly, the Company will hold its next advisory vote to approve executive compensation at its 2021 annual meeting of stockholders.

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

(6)

Approval of the elimination of restrictions on

the issuance of common shares in connection

with conversion or redemption of the preferred

shares or Carlyle’s exercise of participation rights

and on the voting of preferred shares:

197,949,094

1,784,285

942,932

9,152,830

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

(7)

Approval of additional shares under the Company’s

2019 Long-Term Incentive Plan:

169,104,568

30,756,235

815,508

9,152,830

On May 8, 2020, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

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.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	COMM	The NASDAQ Stock Market