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
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| Date of Report (Date of Earliest Event Reported): | | June 8, 2012 |
Alaska Communications Systems Group, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-28167 | 52-2126573 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 600 Telephone Avenue, Anchorage, Alaska | | 99503-6091 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (907) 297-3000 |
Not Applicable
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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:
[ ] Written communications 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 8, 2012, Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), appointed Margaret L. (Margie) Brown, to serve on the Company’s Board of Directors (the “Board”). On June 8, 2012, the Company increased the size of its Board from six directors to seven directors and appointed Ms. Brown to fill the newly created vacant position on the Board.
Ms. Brown will receive compensation from the Company for service on the Board on the same terms as other non-employee members of the Board.
The Company issued a press release on June 13, 2012 announcing the appointment of Ms. Brown that provided relevant biographical information about Ms. Brown. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.07 –Submission of Matters to a Vote of Security Holders.
| (a) | | The Annual Meeting of Shareholders of Alaska Communications Systems Group, Inc. was held on June 8, 2012. Shareholders representing 39,547,006 shares, or 86.94%, of the common shares outstanding as of the April 12, 2012 record date were present in person or represented at the meeting by proxy. |
| (b) | | The matters voted upon at the meeting, and the number of votes cast for, against or withheld, as well as the number of abstention and non-votes, as applicable, are set forth below: |
Proposal 1 -Election of Board of Directors;
The six (6) nominees to serve as directors, which constituted the entire Board as of the meeting date, were all reelected to serve as directors by the following votes:
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| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Edward (Ned) J. Hayes, Jr. | | | 14,297,736 | | | | 1,391,460 | | | | 180,483 | | | | 23,677,327 | |
| Anand Vadapalli | | | 14,228,703 | | | | 1,452,773 | | | | 188,199 | | | | 23,677,331 | |
| Peter D. Ley | | | 14,261,010 | | | | 1,428,515 | | | | 180,152 | | | | 23,677,329 | |
| John Niles Wanamaker | | | 14,255,207 | | | | 1,438,030 | | | | 176,438 | | | | 23,677,331 | |
| David Karp | | | 14,265,346 | | | | 1,418,696 | | | | 185,635 | | | | 23,677,329 | |
| Brian A. Ross | | | 14,248,933 | | | | 1,439,537 | | | | 181,206 | | | | 23,677,330 | |
Proposal 2 -2012 Employee Stock Purchase Plan;
The Company proposal to approve the Alaska Communications Systems Group, Inc. 2012 Employee Stock Purchase Plan was approved with the following vote:
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For
14,108,326 | | Against
1,562,078 | | Abstain
199,273 | | Broker Non-Votes
23,677,329 |
Proposal 3 –Advisory approval of the Company’s executive compensation;
The Company proposal requesting that shareholders approve executive compensation, on an advisory basis, was approved with the following vote:
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For
13,151,895 | | Against
2,442,333 | | Abstain
275,950 | | Broker Non-Votes
23,676,828 |
Proposal 4 –Ratification of the appointment of the Company’s independent registered public accounting firm;
The Company proposal requesting ratification of the appointment of KPMG LLP as the Company’s registered independent public accounting firm for the year ending December 31, 2012 was approved with the following vote:
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For
37,924,358 | | Against
1,274,425 | | Abstain
348,223 | | Broker Non-Votes
0 |
Item 9.01 Financial Statements and Exhibits.
99.1 Alaska Communications Systems Group, Inc. Press Release date June 13, 2012.
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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| | | Alaska Communications Systems Group, Inc. |
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| June 13, 2012 | | By: | | /s/ Leonard A. Steinberg
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| | | | | Name: Leonard A. Steinberg |
| | | | | Title: Corporate Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Alaska Communications Systems Group, Inc. Press Release date June 13, 2012 |
