8-K 1 a8-k2017annualmeetingresul.htm 8-K Document


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: May 4, 2017


 
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)


 
 
 
 
 
 
Ohio
 
001-8519
 
31-1056105
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (513) 397-9900

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))

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 o

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 Securities Act. o






Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders of the Company was held on May 4, 2017. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.
Proposal 1
The shareholders elected the following nine Company nominees for director to serve a one-year term until the 2018 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
Phillip R. Cox
32,701,692
 
2,568,755
 
65,745
 
6,990,957
John W. Eck
33,538,434
 
209,886
 
1,587,872
 
6,990,957
Jakki L. Haussler
33,545,131
 
214,310
 
1,576,751
 
6,990,957
Craig F. Maier
33,500,864
 
247,398
 
1,587,930
 
6,990,957
Russel P. Mayer
33,524,336
 
223,449
 
1,588,407
 
6,990,957
Lynn A. Wentworth
32,199,387
 
1,561,420
 
1,575,385
 
6,990,957
Martin J. Yudkovitz
33,486,777
 
234,191
 
1,615,224
 
6,990,957
John M. Zrno
31,141,382
 
2,602,572
 
1,592,238
 
6,990,957
Theodore H. Torbeck
33,549,999
 
232,084
 
1,554,109
 
6,990,957
Proposal 2
The shareholders recommended, by non-binding advisory vote, that the frequency of the advisory vote regarding our executive officers’ compensation as follows:
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
27,635,281
 
103,302
 
7,340,896
 
256,713
 
6,990,957






Proposal 3
The shareholders voted as follows to provide advisory approval of the Company’s executive compensation:
For
 
Against
 
Abstain
 
Broker Non-Votes
32,907,263
 
2,114,984
 
313,945
 
6,990,957
 
Proposal 4
The shareholders voted as follows to approve the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan:
For
 
Against
 
Abstain
 
Broker Non-Votes
33,028,751
 
2,025,806
 
281,635
 
6,990,957

Proposal 5
The shareholders voted as follows to approve the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors:
For
 
Against
 
Abstain
 
Broker Non-Votes
32,231,560
 
2,846,314
 
258,318
 
6,990,957

Proposal 6
The shareholders voted as follows to ratify the Audit and Finance Committee's appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017:
For
 
Against
 
Abstain
41,754,108
 
393,412
 
179,629





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.
 
 
 
 
 
 
 
 
CINCINNATI BELL INC.
 
 
 
 
 
 
 
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President and General Counsel
Dated:
May 5, 2017