Lumos Networks Corp. (NASDAQ:LMOS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders |
The following summarizes the voting results for the six proposals
submitted for a vote of the stockholders at the 2017 Annual
Meeting of Stockholders of Lumos Networks Corp. (the Company)
held on May24, 2017.
Proposal 1. To adopt the agreement and plan of
merger ( the Merger Agreement) with MTN Infrastructure TopCo,
Inc., a Delaware corporation (Parent), and MTN Infrastructure
BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary
of Parent (Merger Sub), to which, subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into the Company, with the
Company surviving the merger as a wholly-owned subsidiary of
Parent (the Merger). This proposal was approved by the Companys
stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and
the number of abstentions and broker non-votes were as
follows:
|
Votes For |
19,497,770 | |||
|
Votes Against |
7,731 | |||
|
Votes Abstained |
60,607 | |||
|
Broker non-votes |
1,371,774 |
Proposal
2. To approve a non-binding advisory resolution
approving the Merger-related compensation of the Companys named
executive officers. This proposal was approved by the Companys
stockholders at the 2017 Annual Meeting.
The number of
shares cast in favor and against the proposal and the number of
abstentions and broker non-votes were as follows:
|
Votes For |
18,915,321 | |||
|
Votes Against |
586,150 | |||
|
Votes Abstained |
64,637 | |||
|
Broker non-votes |
1,371,774 |
Proposal
4. To elect Messrs. Peter D. Aquino, Lawrence J.
Askowitz, Timothy G. Biltz, Robert E. Guth, Shawn F. ODonnell,
William M. Pruellage, Michael K. Robinson, Michael T. Sicoli and
Jerry E. Vaughn to the Companys Board of Directors to serve until
the 2018 Annual Meeting of Stockholders or until their successors
are duly elected and qualified. This proposal was approved by the
Companys stockholders at the 2017 Annual Meeting.
The number of
shares cast in favor and against the proposal and the number of
abstentions and broker non-votes were as follows:
|
Name |
Votes For | Votes Against | Abstentions | Broker non-votes | ||||||||||||
|
Peter D. Aquino |
17,997,533 | 1,557,210 | 11,365 | 1,371,774 | ||||||||||||
|
Lawrence J. Askowitz |
19,503,891 | 47,686 | 14,531 | 1,371,774 | ||||||||||||
|
Timothy G. Biltz |
19,520,090 | 39,411 | 6,607 | 1,371,774 | ||||||||||||
|
Robert E. Guth |
19,496,389 | 58,354 | 11,365 | 1,371,774 | ||||||||||||
|
Shawn F. ODonnell |
19,489,423 | 62,154 | 14,531 | 1,371,774 | ||||||||||||
|
William M. Pruellage |
19,501,132 | 55,442 | 9,534 | 1,371,774 | ||||||||||||
|
Michael K. Robinson |
18,093,746 | 1,462,825 | 9,537 | 1,371,774 | ||||||||||||
|
Michael T. Sicoli |
19,491,896 | 36,513 | 37,699 | 1,371,774 | ||||||||||||
|
Jerry E. Vaughn |
19,385,998 | 171,415 | 8,695 | 1,371,774 |
Proposal
5. To approve a non-binding advisory resolution
approving the compensation of the Companys named executive
officers. This proposal was approved by the Companys stockholders
at the 2017 Annual Meeting.
The number of
shares cast in favor and against the proposal and the number of
abstentions and broker non-votes were as follows:
|
Votes For |
19,254,067 | |||
|
Votes Against |
300,206 | |||
|
Votes Abstained |
11,835 | |||
|
Broker non-votes |
1,371,774 |
Proposal
6. To ratify the appointment by the Audit Committee of
the Board of Directors of KPMG LLP to serve as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017. This proposal was approved by the
Companys stockholders at the 2017 Annual Meeting.
The number of
shares cast in favor and against the proposal and the number of
abstentions and broker non-votes were as follows:
|
Votes For |
20,919,156 | |||
|
Votes Against |
13,268 | |||
|
Votes Abstained |
5,458 | |||
|
Broker non-votes |
In connection with
the 2017 Annual Meeting, the Company also solicited proxies with
respect to Proposal 3 to approve the adjournment of the 2017
Annual Meeting to solicit additional proxies if the Company had
not received proxies representing a sufficient number of votes to
adopt the Merger Agreement. As there were sufficient votes at the
time of the 2017 Annual Meeting to adopt the Merger Agreement,
the adjournment proposal was rendered moot and was not presented
at the 2017 Annual Meeting.
| Item8.01 | Other Events |
On May24, 2017,
the Company issued a press release announcing the voting results
on the Merger Agreement at the 2017 Annual Meeting. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 8.01 by reference.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 99.1 | Press Release dated May24, 2017 |
About Lumos Networks Corp. (NASDAQ:LMOS)
Lumos Networks Corp. is a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region with a network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Maryland, Pennsylvania, Ohio and Kentucky. The Company serves carrier, business and residential customers over its fiber network offering data, voice and Internet protocol (IP) services. The Company operates through three segments: Data, Residential and Small Business (R&SB), and RLEC Access. The Data segment includes the Company’s enterprise data, transport and Fiber to the Cell (FTTC) product groups. The R&SB segment includes legacy voice and IP services products targeted to its residential and small business customers. The RLEC Access segment provides other carrier customers access to the Company’s network within the Company’s rural local exchange carrier (RLEC) territories through switched access services. Lumos Networks Corp. (NASDAQ:LMOS) Recent Trading Information
Lumos Networks Corp. (NASDAQ:LMOS) closed its last trading session up +0.10 at 17.90 with 545,272 shares trading hands.