UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Cincinnati Bell Inc., (the “Company”), was held on September 24, 2020. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.
Proposal 1 - Election of Directors
The shareholders voted to elect the following ten (10) directors to serve a one-year term expiring in 2021:
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FOR |
AGAINST |
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ABSTAIN |
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BROKER |
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NON-VOTE |
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Meredith J. Ching |
33,005,197 |
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122,244 |
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64,028 |
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5,365,191 |
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Walter A. Dods, Jr. |
32,950,343 |
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169,948 |
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71,178 |
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5,365,191 |
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John W. Eck |
33,036,286 |
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89,873 |
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65,310 |
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5,365,191 |
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Leigh R. Fox |
32,828,552 |
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354,101 |
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8,816 |
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5,365,191 |
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Jakki L. Haussler |
32,584,162 |
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593,661 |
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13,646 |
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5,365,191 |
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Craig F. Maier |
32,584,687 |
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545,115 |
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61,667 |
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5,365,191 |
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Russel P. Mayer |
33,037,108 |
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96,017 |
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58,344 |
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5,365,191 |
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Theodore H. Torbeck |
32,834,116 |
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347,079 |
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10,274 |
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5,365,191 |
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Lynn A. Wentworth |
32,600,555 |
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570,652 |
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20,262 |
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5,365,191 |
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Martin J. Yudkovitz |
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33,000,121 |
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122,107 |
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69,241 |
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5,365,191 |
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Proposal 2 - Executive Compensation - “Say-on-Pay”
The shareholders voted as follows to provide non-binding advisory approval of the Company’s executive compensation:
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AGAINST |
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ABSTAIN |
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BROKER |
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NON-VOTE |
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32,619,953 |
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545,598 |
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25,918 |
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5,365,191 |
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Proposal 3 - Ratification of Auditor
The shareholders voted as follows to ratify the Company’s Audit and Finance Committee’s appointment of its independent registered public accounting firm for 2020:
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FOR |
AGAINST |
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ABSTAIN |
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38,076,428 |
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464,816 |
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15,416 |
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1
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.
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CINCINNATI BELL INC. |
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Date: September 25, 2020 |
By: |
/s/ Christopher J. Wilson |
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Christopher J. Wilson |
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Vice President and General Counsel |
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2