UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 5, 2017
COMMSCOPE HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36146 | | 27-4332098 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1100 CommScope Place, SE
Hickory, North Carolina 28602
(Address of principal executive offices)
Registrant’s telephone number, including area code: (828)324-2200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. |
CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 5, 2017. The matters that were voted upon at the 2017 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and brokernon-votes as to each such matter, as applicable, are set forth below, based upon 194,880,386 total shares eligible to vote at the meeting.
At the Meeting, the stockholders elected three Class I directors, each for a term expiring at the Company’s 2020 Annual Meeting of Stockholders, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017. The stockholders also approved, on an advisory(non-binding) basis, the compensation of the Company’s named executive officers for 2016.
| | | | | | | | | | | | | | | | | | |
| (1) | | Election of Class I Directors: | | | | | | | | | | | | | | | | |
| | | Name of Director | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
| | Frank M. Drendel | | | 166,936,349 | | | | 1,809,410 | | | | 9,821 | | | | 5,751,197 | |
| | Joanne M. Maguire | | | 168,087,892 | | | | 659,453 | | | | 8,235 | | | | 5,751,197 | |
| | Thomas J. Manning | | | 168,531,269 | | | | 215,676 | | | | 8,635 | | | | 5,751,197 | |
| | | | | | | | | | | | | | | | | | |
| | | | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
(2) | | Advisory(non-binding) approval of the compensation of the Company’s named executive officers: | | | 165,336,139 | | | | 3,316,675 | | | | 102,766 | | | | 5,751,197 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | Votes For | | | Votes
Against | | | Abstentions | |
(3) | | Ratification of Independent Registered Public Accounting Firm for 2017: | | | | | | | 174,124,024 | | | | 376,335 | | | | 6,418 | |
On May 5, 2017, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
2
| Item 9.01. | Financial Statements and Exhibits |
| | |
| 99.1 | | Press Release of CommScope Holding Company, Inc. dated May 5, 2017. |
3
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.
Dated: May 5, 2017
| | |
| COMMSCOPE HOLDING COMPANY, INC. |
| |
| By: | | /s/ Frank B. Wyatt, II |
| | Frank B. Wyatt, II |
| | Senior Vice President, |
| | General Counsel and Secretary |
EXHIBIT INDEX
| | |
Exhibit No. | | Item |
| |
| 99.1 | | Press Release of CommScope Holding Company, Inc. dated May 5, 2017. |
