8-K


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): April 29, 2016



 
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))





Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2016 Annual Meeting of Shareholders of the Company was held on April 29, 2016. 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 2017 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
158,924,563
 
8,227,332
 
242,164
 
29,157,642
John W. Eck
165,955,147
 
991,686
 
447,226
 
29,157,642
Jakki L. Haussler
165,884,124
 
1,085,314
 
424,624
 
29,157,642
Craig F. Maier
165,040,634
 
1,937,633
 
415,792
 
29,157,642
Russel P. Mayer
166,105,236
 
866,256
 
422,567
 
29,157,642
Lynn A. Wentworth
159,861,740
 
7,115,172
 
417,147
 
29,157,642
Martin J. Yudkovitz
165,576,101
 
1,238,334
 
579,624
 
29,157,642
John M. Zrno
165,931,168
 
994,386
 
468,505
 
29,157,642
Theodore H. Torbeck
166,419,121
 
760,859
 
214,079
 
29,157,642
Proposal 2
The shareholders voted as follows to provide advisory approval of the Company’s executive compensation:
For
 
Against
 
Abstain
 
Broker Non-Votes
115,259,691
 
42,413,590
 
9,720,778
 
29,157,642





Proposal 3
The shareholders voted as follows to approve an amendment to the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors:
For
 
Against
 
Abstain
 
Broker Non-Votes
152,449,586
 
13,766,557
 
1,177,916
 
29,157,642
Proposal 4
The shareholders voted as follows to re-approve the material terms of the performance goals under the Cincinnati Bell Inc. 2011 Short-Term Incentive Plan:
For
 
Against
 
Abstain
 
Broker Non-Votes
154,864,859
 
2,904,209
 
9,624,991
 
29,157,642
Proposal 5
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, 2016:
For
 
Against
 
Abstain
193,980,647
 
2,196,596
 
374,458

Item 8.01 Other Events.

At its April 29, 2016 meeting, the Board of Directors of the Company approved, and recommended for submission to a vote of its shareholders, a proposal that the shareholders (i) authorize the Board of Directors, in its discretion, to effect a 1-to-5 reverse stock split of its common shares (the “Reverse Stock Split”) prior to December 31, 2016 and (ii) approve the amendment to the Company’s Amended and Restated Articles of Incorporation effecting the Reverse Stock Split and reducing the total number of common shares that the Company is authorized to issue proportionately based on the ratio of the Reverse Stock Split.





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.
 
 
 
 
 
Date:
May 5, 2016
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President, General Counsel and Secretary