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 5, 2011 |
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 5.07 Submission of Matters to a Vote of Security Holders
Warwick Valley Telephone Company (the "Company") announced today the final certified results of the votes at its 2011 Annual Meeting of shareholders, held Friday, April 29, 2011. The following directors were elected for one year terms: Jeffrey D. Alario, Duane W. Albro, Douglas B. Benedict, Kelly C. Bloss, Robert J. DeValentino, Thomas H. Gray, and Douglas J. Mello. The shareholders approved the selection of WithumSmith+Brown, P.C. as the Company’s independent accountants for the year ending December 31, 2011.
Matters voted on at the meeting and the results of each vote are as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| Proposal I | To fix the number of directors at seven until the next annual meeting of shareholders. | 4,421,636 | 227,607 | 24,417 | 0 | |
| Votes For | Authority Withheld | Broker Non-Votes | ||||
| Proposal II | Election of directors: | |||||
| Jeffrey D. Alario | 3,013,932 | 104,388 | 1,555,340 | |||
| Duane W. Albro | 3,016,339 | 101,981 | 1,555,340 | |||
| Douglas B. Benedict | 3,009,213 | 109,107 | 1,555,340 | |||
| Kelly C. Bloss | 2,997,737 | 120,583 | 1,555,340 | |||
| Robert J. DeValentino | 3,016,189 | 102,131 | 1,555,340 | |||
| Thomas H. Gray | 2,997,516 | 120,804 | 1,555,340 | |||
| Douglas J. Mello | 3,003,477 | 114,843 | 1,555,340 | |||
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| Proposal III | To approve the Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan | 2,642,047 | 400,998 | 75,275 | 1,555,340 | |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| Proposal IV | To approve, on an advisory basis, the compensation of our named executive officers | 2,646,643 | 419,975 | 51,702 | 1,555,340 | |
| Votes for 1 Year | Votes for 2 Years | Votes for 3 Years | Abstain | Broker Non-Votes | ||
| Proposal V | To recommend, on an advisory basis, the frequency of shareholder advisory votes on the compensation of our named executive officers. | 2,867,965 | 85,606 | 116,069 | 48,680 | 1,555,340 |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| Proposal VI | To ratify the selection of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011. | 4,597,167 | 52,992 | 23,501 | 0 |
At the Company’s Annual Organizational Meeting, held on the day of the Annual Meeting, the Board of Directors elected the following persons to the positions set forth opposite their names:
| Robert J. DeValentino | Chairman of the Board | |
| Jeffrey D. Alario | Vice Chairman of the Board | |
| Duane W. Albro | President & Chief Executive Officer | |
| Kenneth H. Volz | Vice President, Chief Financial Officer, Treasurer | |
| Anthony Cipollone | 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 | Kelly C. Bloss, Chair | |
| Robert J. DeValentino | ||
| Douglas J. Mello | ||
| Audit Committee | Jeffrey D. Alario-Chair | |
| Douglas B. Benedict | ||
| Robert J. DeValentino | ||
| Compensation Committee | Douglas B. Benedict-Chair | |
| Kelly Bloss | ||
| 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 5, 2011.
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, 5, 2011 | By: /s/ Duane W. Albro | ||
Name: Duane W. Albro Title: President & CEO |