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) June 3, 2013
FairPoint Communications, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32408 | | 13-3725229 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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521 East Morehead Street, Suite 500, Charlotte, North Carolina | | 28202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (704) 344-8150
N/A
(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 Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 3, 2013, FairPoint Communications, Inc. (the "Company") held its 2013 annual meeting of shareholders (the "2013 Annual Meeting"). At the 2013 Annual Meeting, shareholders considered and voted upon the following proposals:
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| 1. | The election of the eight directors nominated by the board of directors of the Company (the "Board") and named in the table below to serve until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified; |
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| 2. | The approval, by a non-binding advisory vote, of the Company's named executive officer compensation; and |
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| 3. | The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. |
Of the 26,477,258 shares of common stock of the Company outstanding and entitled to vote at the 2013 Annual Meeting, 23,554,692, or approximately 89.0%, were represented at the meeting in person or by proxy, and therefore a quorum was present.
Shareholders elected each of the eight nominees for director to serve on the Board until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified based upon the following votes:
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| Nominee | | Votes in Favor | | Votes Withheld | | Broker Non-Votes |
| Dennis J. Austin | | 17,904,328 |
| | 79,017 |
| | 5,571,347 |
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| Peter C. Gingold | | 17,906,343 |
| | 77,002 |
| | 5,571,347 |
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| Edward D. Horowitz | | 17,871,216 |
| | 112,129 |
| | 5,571,347 |
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| Michael J. Mahoney | | 17,904,078 |
| | 79,267 |
| | 5,571,347 |
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| Michael K. Robinson | | 17,906,578 |
| | 76,767 |
| | 5,571,347 |
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| Paul H. Sunu | | 17,913,725 |
| | 69,620 |
| | 5,571,347 |
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| David L. Treadwell | | 17,868,688 |
| | 114,657 |
| | 5,571,347 |
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| Wayne Wilson | | 17,868,528 |
| | 114,817 |
| | 5,571,347 |
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Shareholders approved, by a non-binding advisory vote, the Company's named executive officer compensation based upon the following votes:
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| Vote in Favor | | Votes Against | | Abstentions | | Broker Non-Votes |
| 17,808,787 |
| | 87,029 |
| | 87,529 |
| | 5,571,347 |
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Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2013 based upon the following votes:
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| Vote in Favor | | Votes Against | | Abstentions |
| 22,822,447 |
| | 27,196 |
| | 705,049 |
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| Item 7.01 | Regulation FD Disclosure. |
On June 4, 2013, the Board, upon the recommendation of its Corporate Governance and Nominating Committee and its Compensation Committee, approved share ownership guidelines for the Company's executive officers and directors to better align the interests of executive officers and directors with those of shareholders by requiring executives and directors to acquire and maintain meaningful equity positions in the Company, which, in turn, promotes the Company's objective of building long-term shareholder value. Under the guidelines, the Company's executive officers are required to own shares of the Company's common stock with a value equal to a specific multiple of such executive officer's base salary as indicated in the table below. Directors are required to own shares with a value equal to at least three times their annual cash retainer.
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| Position | | Base Salary Multiple |
| Chief Executive Officer | | 4.00X |
| Executive Vice Presidents | | 2.25X |
| Senior Vice Presidents | | 1.50X |
Shares owned by the individual (outright or in trust) and by his or her spouse and children, unvested restricted shares, vested stock options and shares held for the individual's benefit in any pension or 401(k) plans count towards the ownership goal. Directors and executive officers are required to meet these guidelines within five years of the date of adoption of these guidelines or of such individual becoming subject to them. For executive officers, the failure to meet or, in certain circumstances, to show sustained progress toward meeting the goals set forth in the share ownership guidelines could result in a reduction of future long-term incentive equity grants, and/or payment of future annual and/or long-term cash incentive payouts in the form of equity, at the discretion of the Board's Compensation Committee. If a director does not meet the required ownership guidelines within the specified period, he or she may receive all of his or her future Board compensation in equity until the goal is met.
The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
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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| FAIRPOINT COMMUNICATIONS, INC. |
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| By: | /s/ Shirley J. Linn |
| | Name: | Shirley J. Linn |
| | Title: | Executive Vice President and General Counsel |
Date: June 5, 2013
