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):
June 15, 2022 (June 15, 2022 )
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| (Exact Name of Registrant as Specified in its Charter) | |||||||||||
| (State of Incorporation) | |||||||||||
| (Commission File Number) | (IRS Employer Identification Number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(516 ) 803-2300
(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:
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. ☐
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on June 15, 2022, the stockholders of Altice USA, Inc. (the “Company”) approved an amendment to the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance by 35,000,000. A copy of the amendment to the Plan is included in the Company’s proxy statement filed with the Securities and Exchange Commission on April 29, 2022 (“Proxy Statement”) and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 15, 2022, the Company held its 2022 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company’s Class A and Class B stockholders voted together as a single class upon the following proposals, each of which is described in more detail in the Company’s Proxy Statement: (i) the election of Patrick Drahi, Gerrit Jan Bakker, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Susan Schnabel, Charles Stewart and Raymond Svider to the Company’s Board of Directors for one-year terms; (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (iii) the amendment to the Plan to increase the number of shares available for issuance and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.
The voting results from the Annual Meeting, including the number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.
No other matters were considered and voted on by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Patrick Drahi | 4,676,166,570 | 105,622,527 | 1,534,748 | 18,095,361 | |||||||||||||||||||
| Gerrit Jan Bakker | 4,687,718,511 | 94,071,202 | 1,534,132 | 18,095,361 | |||||||||||||||||||
| David Drahi | 4,676,990,462 | 104,798,930 | 1,534,453 | 18,095,361 | |||||||||||||||||||
| Dexter Goei | 4,685,382,466 | 96,396,227 | 1,545,152 | 18,095,361 | |||||||||||||||||||
| Mark Mullen | 4,674,378,425 | 107,398,732 | 1,546,688 | 18,095,361 | |||||||||||||||||||
| Dennis Okhuijsen | 4,687,255,729 | 94,522,981 | 1,545,135 | 18,095,361 | |||||||||||||||||||
| Susan Schnabel | 4,700,932,302 | 80,857,285 | 1,534,258 | 18,095,361 | |||||||||||||||||||
| Charles Stewart | 4,690,734,399 | 91,054,969 | 1,534,477 | 18,095,361 | |||||||||||||||||||
| Raymond Svider | 4,650,725,316 | 131,064,399 | 1,534,130 | 18,095,361 | |||||||||||||||||||
Proposal 2: Approval of the Compensation of Executive Officers
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 4,638,072,510 | 142,858,350 | 2,392,985 | 18,095,361 | |||||||||||||||||
Proposal 3: Approval of the Amendment to the Amended and Restated Altice USA 2017 Long Term Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 4,663,816,982 | 117,194,380 | 2,312,483 | 18,095,361 | |||||||||||||||||
Proposal 4: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 4,794,250,542 | 6,438,353 | 730,311 | — | |||||||||||||||||
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.
| ALTICE USA, INC. | |||||||||||
| Dated: June 15, 2022 | By: | /s/ Michael E. Olsen | |||||||||
| Michael E. Olsen | |||||||||||
| Executive Vice President, General Counsel and Secretary | |||||||||||