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): May 3, 2006
Warwick Valley Telephone Company
(Exact name of registrant as specified in its charter)
| | |
0-11174 | | 14-1160510 |
(Commission File No.) | | (I.R.S. Employer Identification No.) |
New York
(State or other jurisdiction of incorporation or organization)
47 Main Street
Warwick, New York 10990
(845) 986-8080
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o Written communication 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 8.01. Other Events.
Warwick Valley Telephone Company (the “Company”) announced today the final certified results of the votes at its 2006 Annual Meeting of shareholders, held Friday, April 28, 2006. Kelly C. Bloss, Robert J. DeValentino, and Joseph J. Morrow were elected for three-year terms in Class I. Jeffery D. Alario, and Douglas J. Mello were elected to fill the remaining one-year term of the Class II directorships formerly held by Dr. Joseph E. DeLuca and Mr. Fred M. Knipp. The terms of Corinna S. Lewis, Wisner H. Buckbee, Philip S. Demarest and Herbert Gareiss, Jr. continued after the meeting.
Matters voted on at the meeting and the results of each vote are as follows:
| | | | | | | | | | | | | | |
| | | | | | | | Votes | | | | |
| | | | Votes For | | | Against | | | Abstain | |
Proposal I | | To fix the number of Directors at nine | | | | | | | | | | | | |
| | until the next Annual Meeting of | | | | | | | | | | | | |
| | Shareholders. | | | 3,836,283 | | | | 139,517 | | | | 89,764 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Withhold | |
| | | | Votes For | | | | | | | Authority | |
Proposal II | | To elect three Class I directors of the | | | | | | | | | | | | |
| | Company and to elect two directors to | | | | | | | | | | | | |
| | fill the remaining term of the Class II | | | | | | | | | | | | |
| | directorships formerly held by | | | | | | | | | | | | |
| | Dr. Joseph E. DeLuca and Mr. Fred M. Knipp: | | | | | | | | | | | | |
| | Class I | | | | | | | | | | | | |
| | Kelly C. Bloss | | | 3,130,423 | | | | | | | | 935,141 | |
| | Robert J. DeValentino | | | 3,156,185 | | | | | | | | 909,379 | |
| | Joseph J. Morrow | | | 2,921,297 | | | | | | | | 1,144,267 | |
| | Class II | | | | | | | | | | | | |
| | Nominees of the Company | | | | | | | | | | | | |
| | Jeffrey D. Alario | | | 3,157,340 | | | | | | | | 283,324 | |
| | Douglas J. Mello | | | 3,156,971 | | | | | | | | 283,693 | |
| | Nominees of Santa Monica Partners, LP | | | | | | | | | | | | |
| | M. Lynn Pike | | | 617,786 | | | | | | | | 7,114 | |
| | Peter Saulnier | | | 617,840 | | | | | | | | 7,060 | |
| | | | | | | | | | | | | | |
| | | | | | | | Votes | | | | | |
| | | | Votes For | | | Against | | | Abstain | |
Proposal III | | To approve the selection of | | | 3,988,735 | | | | 37,009 | | | | 39,820 | |
| | WithumSmith+Brown, P.C. as the | | | | | | | | | | | | |
| | Company's independent accountants for | | | | | | | | | | | | |
| | the year ending December 31, 2006. | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Proposal IV | | Shareholder proposal urging that the | | | 1,161,873 | | | | 2,242,321 | | | | 163,182 | |
| | quarterly dividend to shareholders be | | | | | | | | | | | | |
| | significantly increased. | | | | | | | | | | | | |
At the Company’s Annual Organizational Meeting, held immediately after the Annual Meeting, the Board of Directors elected the following persons to the positions set forth opposite their names:
| | |
Wisner H. Buckbee | | Chairman of the Board |
Robert J. DeValentino | | Vice Chairman of the Board |
Herbert Gareiss, Jr. | | President, Chief Executive Officer |
Michael A. Cutler | | Vice President, Chief Financial Officer, Treasurer |
Zigmund C. Nowicki, Jr. | | Corporate Secretary |
Dorinda M. Masker | | Assistant Corporate Secretary |
Also, at the Company’s Annual Organizational Meeting, the following committee assignments were approved:
| | |
Governance & Nominating Committee | | Corinna S. Lewis — Chair |
| | Robert J. DeValentino |
| | Joseph J. Morrow |
| | |
Audit Committee | | Philip S. Demarest — Chair |
| | Jeffrey D. Alario |
| | Wisner H. Buckbee |
| | Corinna S. Lewis |
| | |
Compensation Committee | | Robert J. DeValentino — Chair |
| | Joseph J. Morrow |
| | Douglas J. Mello |
A press release regarding this matter has been issued by the Company, is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
| | | | |
Item 9.01. | | Financial Statements and Exhibits. |
| | | | |
| | (c) | | Exhibits |
| | | | |
| | 99.1 | | Press Release entitled “Warwick Valley Telephone Announces Final Vote Results and Committee Assignments,” dated May 3, 2006. |
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.
| | | | |
| WARWICK VALLEY TELEPHONE COMPANY (Registrant) | |
Date: May 3, 2006 | By: | /s/ Herbert Gareiss, Jr. | |
| | Name: | Herbert Gareiss, Jr. | |
| | Title: | President | |
|
Exhibit Index
| | |
Exhibit No. | | Description |
|
99.1 | | Press Release entitled “Warwick Valley Telephone Announces Final Vote Results and Committee Assignments,” dated May 3, 2006. |