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 25, 2018 |
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
______________________________________________
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))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | | The Annual Meeting of Shareholders of Alaska Communications Systems Group, Inc. (the “Company”) was held on June 25, 2018. Shareholders representing 44,832,274 shares, or 84.4% of the common shares outstanding as of the May 11, 2018 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, and the number of abstentions and broker non-votes, as applicable, are set forth below. |
Proposal 1: Election of Board of Directors
The eight (8) nominees to serve as directors, which constituted the entire Board as of the meeting date, were all either elected or reelected to serve as directors by the following votes:
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| Nominee | | For | | Withheld | | Broker Non-Votes |
| Edward (Ned) J. Hayes, Jr. | | | 22,646,561 | | | | 5,005,749 | | | | 17,179,964 | |
| Wayne Barr, Jr. | | | 24,497,546 | | | | 3,154,764 | | | | 17,179,964 | |
| Margaret L. Brown | | | 22,623,186 | | | | 5,029,124 | | | | 17,179,964 | |
| David W. Karp | | | 22,679,906 | | | | 4,972,404 | | | | 17,179,964 | |
| Peter D. Ley | | | 22,596,159 | | | | 5,056,151 | | | | 17,179,964 | |
| Robert M. Pons | | | 25,430,833 | | | | 2,221,477 | | | | 17,179,964 | |
| Brian A. Ross | | | 22,579,271 | | | | 5,073,039 | | | | 17,179,964 | |
| Anand Vadapalli | | | 22,108,786 | | | | 5,543,524 | | | | 17,179,964 | |
Proposal 2: 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 | | Against | | Abstain | | Broker Non-Votes |
| 18,876,520 | | | 7,342,039 | | | | 1,433,751 | | | | 17,179,964 | |
Proposal 3: Approval of the Second Amended and Restated Alaska Communications Systems Group, Inc. 2011 Incentive Award Plan
The Company’s proposal requesting approval of the Second Amended and Restated Alaska Communications Systems Group, Inc. 2011 Incentive Award Plan was approved with the following vote:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 19,213,819 | | | 7,057,630 | | | | 1,380,861 | | | | 17,179,964 | |
Proposal 4: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The Company proposal requesting ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved with the following vote:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 41,763,380 | | | 1,008,173 | | | | 2,060,721 | | | N/A |
Proposal 5: Ratification of the Adoption by the Board of Directors of the Section 382 Tax Benefits Preservation Plan
The Company proposal requesting ratification of the Board of Director’s adoption of the Section 382 Tax Benefits Preservation Plan was approved with the following vote:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 18,284,779 | | | 8,060,471 | | | | 1,307,060 | | | | 17,179,964 | |
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 27, 2018 | | By: | | Leonard A. Steinberg
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| | | | | Name: Leonard A. Steinberg |
| | | | | Title: Corporate Secretary |
