UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 27, 2011 |
Cogent Communications Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-31227 | 52-2337274 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1015 31st St. NW, Washington, District of Columbia | 20007 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 202-295-4200 |
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
EXPLANATORY NOTE
This Current Report on Form 8-K/A ("Amendment") is being filed as an amendment to the Current Report on Form 8-K filed by Cogent Communications Group, Inc. (the "Company") with the United States Securities and Exchange Commission on April 27, 2011 (the "Original Report"). The sole purpose of this Amendment is to disclose the Company’s decision as to how frequently the Company will include in its proxy materials an advisory stockholder vote on executive compensation. No other changes have been made to the Original Report.
Section 5 — Corporate Governance and Management
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company’s Annual Meeting of Stockholders held on April 27, 2011, the stockholders voted on a proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation. As previously reported in the Original Report, a majority of votes were cast in favor of holding this vote once every year, as recommended by the Board of Directors in the proxy. In accordance with Item 5.07(d) of Form 8-K, the Company now reports that the Board of Directors determined that the Company will hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of the same, which is no later than the Company’s annual meeting of stockholders in 2017.
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.
| Cogent Communications Group, Inc. | ||||
| November 30, 2011 | By: | David Schaeffer | ||
| Name: David Schaeffer | ||||
| Title: Chairman, President & Chief Executive Officer | ||||