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 25, 2012
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:
¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 2012 Annual Meeting of Shareholders, held Wednesday, April 25, 2012. The following directors were elected for one year terms: Jeffrey D. Alario, Duane W. Albro, Douglas B. Benedict, Kelly C. Bloss, David J. Cuthbert, Robert J. DeValentino and Douglas J. Mello. The Company’s shareholders also ratified the selection of WithumSmith+Brown, P.C. as the Company’s independent accountants for the year ending December 31, 2012.
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. | 4,652,569 | 86,920 | 10,179 | 0 | ||
Votes For | Authority Withheld | Broker Non-Votes | |||||
Proposal II | Election of directors: | ||||||
Jeffrey D. Alario | 3,049,679 | 73,743 | 1,626,246 | ||||
Duane W. Albro | 3,050,988 | 72,434 | 1,626,246 | ||||
Douglas B. Benedict | 3,050,579 | 72,843 | 1,626,246 | ||||
Kelly C. Bloss | 2,989,557 | 133,865 | 1,626,246 | ||||
David J. Cuthbert | 3,048,186 | 75,236 | 1,626,246 | ||||
Robert J. DeValentino | 3,051,306 | 72,116 | 1,626,246 | ||||
Douglas J. Mello | 2,979,735 | 143,687 | 1,626,246 | ||||
| |||||||
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
Proposal III | To approve, on an advisory basis, the compensation of our named executive officers. | 2,603,975 | 317,095 | 202,352 | 1,626,246 | ||
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
Proposal IV | To ratify the selection of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2012. | 4,658,754 | 81,079 | 9,835 | 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 and Chief Executive Officer |
David J. Cuthbert | Executive Vice President and Chief Operating Officer |
Ralph Martucci, Jr. | Executive Vice President, Chief Financial Officer and Treasurer |
Patrick W. Welsh III | Corporate Secretary |
Joanne M. Joosten | 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 C. Bloss | |
Douglas J. Mello |
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 1, 2012 | By: | /s/ Duane W. Albro |
Name: Duane W. Albro Title: President & CEO |