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 28, 2015
EARTHLINK HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 001-15605 |
| 46-4228084 |
(State of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
1170 Peachtree St., Suite 900 |
| 30309 |
(Address of principal executive offices) |
| (Zip Code) |
(404) 815-0770
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report date)
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:
o Written communications 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
The following summarizes the voting results for the three proposals submitted for a vote of the stockholders of EarthLink Holdings Corp. (the “Company”) at the annual meeting of stockholders held on April 28, 2015 (the “2015 Annual Meeting”):
Proposal 1. To elect Susan D. Bowick, Joseph F. Eazor, David A. Koretz, Kathy S. Lane, Garry K. McGuire, R. Gerard Salemme, Julie A. Shimer, Ph.D. and M. Wayne Wisehart to the Company’s Board of Directors to serve until the 2016 annual meeting of stockholders or until his or her successor is duly elected and qualified. This proposal was approved by the Company’s stockholders at the 2015 Annual Meeting.
Name |
| Votes For |
| Votes |
| Votes |
| Broker non- |
|
Susan D. Bowick |
| 72,570,134 |
| 775,143 |
| 50,802 |
| 22,725,259 |
|
Joseph F. Eazor |
| 72,557,366 |
| 788,263 |
| 50,450 |
| 22,725,259 |
|
David A. Koretz |
| 72,561,495 |
| 779,041 |
| 54,543 |
| 22,725,259 |
|
Kathy S. Lane |
| 72,561,034 |
| 779,219 |
| 54,826 |
| 22,725,259 |
|
Garry K. McGuire |
| 72,543,393 |
| 798,864 |
| 53,822 |
| 22,725,259 |
|
R. Gerard Salemme |
| 72,545,046 |
| 795,624 |
| 55,409 |
| 22,725,259 |
|
Julie A. Shimer, Ph.D |
| 72,571,723 |
| 773,846 |
| 50,510 |
| 22,725,259 |
|
M. Wayne Wisehart |
| 72,527,690 |
| 803,145 |
| 65,244 |
| 22,725,259 |
|
Proposal 2. To approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers. This proposal was approved by the Company’s stockholders at the 2015 Annual Meeting.
Votes For — 70,089,628
Votes Against — 3,094,910
Votes Abstained — 211,541
Broker non-votes — 22,725,259
Proposal 3. To ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. This proposal was approved by the Company’s stockholders at the 2015 Annual Meeting.
Votes For — 95,674,469
Votes Against — 371,801
Votes Abstained — 75,068
SIGNATURE
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.
| EARTHLINK HOLDINGS CORP. | |
| (Registrant) | |
|
| |
|
| |
| By: | /s/ Louis M. Alterman |
| Name: | Louis M. Alterman |
| Title: | Executive Vice President, |
|
| Chief Financial Officer |
Date: April 29, 2015