Cogent Communications Holdings,Inc. (NASDAQ:CCOI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Cogent Communications Holdings,Inc. (NASDAQ:CCOI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of incorporation or Bylaws; Change in Fiscal Year.

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As described in Item 5.07 of this Current Report on Form8-K, at the Special Meeting of Stockholders of Cogent Communications Holdings,Inc. (the “Company”) held on September10, 2018 (the “Special Meeting”), upon the recommendation of the Board of Directors of the Company (the “Board”), the stockholders of the Company approved the Amended and Restated Bylaws of the Company (the “Bylaws”) for the sole purpose of amending Section12 of the Bylaws to increase the size of the Board to seven (7)directors from six (6)directors. A copy of the Amended and Restated Bylaws, effective as of September10, 2018, is attached hereto as Exhibit3.2.

The foregoing description of the Bylaws, as amended, is qualified in its entirety by the text of the Bylaws filed as Exhibit3.2 to this Current Report on Form8-K and incorporated by reference herein.

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

Of 46,506,135 shares of common stock of the Company outstanding and authorized to vote at the Special Meeting as of the record date of July13, 2018, 40,021,923 shares of common stock, representing approximately 86.06% of the outstanding shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, stockholders considered one proposal to approve the Bylaws, as described in Item 5.03 above and in more detail in the definitive proxy statement filed by the Company with the Securities Exchange Commission on July19, 2018.

Stockholders approved the proposal, voting as follows: FOR: 39,912,284; AGAINST: 12,199; ABSTAIN: 97,440. There were no broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:


COGENT COMMUNICATIONS HOLDINGS, INC. Exhibit
EX-3.2 2 a18-27027_1ex3d2.htm EX-3.2 Exhibit 3.2   AMENDED AND RESTATED   BYLAWS   OF   COGENT COMMUNICATIONS HOLDINGS,…
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