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): May 18, 2012
Lumos Networks Corp.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-35180 | | 80-0697274 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One Lumos Plaza, P.O. Box 1068, Waynesboro, Virginia 22980
(Address of Principal Executive Offices) (Zip Code)
(540) 946-2000
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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. |
On May 17, 2012, the Board of Directors of Lumos Networks Corp. (the “Company”) appointed Timothy G. Biltz, the Company’s President and Chief Executive Officer, as a new member of the Board of Directors. Mr. Biltz was appointed to the Board of Directors in accordance with the Company’s Shareholders Agreement, which provides that the Chief Executive Officer will be a director for so long as he or she is employed by the Company.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The following summarizes the voting results for the four proposals submitted for a vote of the stockholders at the Company’s 2012 annual meeting of stockholders held on May 17, 2012 (the “2012 Annual Meeting”):
Proposal 1. To elect Messrs. Steven G. Felsher, Robert E. Guth, Michael Huber, James A. Hyde, Michael K. Robinson and Jerry E. Vaughn and Ms. Julia B. North to the Company’s Board of Directors to serve until the 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified. This proposal was approved by the Company’s stockholders at the 2012 Annual Meeting.
| | | | | | | | | | | | | | | | |
Name | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
non-votes | |
Steven G. Felsher | | | 17,880,423 | | | | 288,728 | | | | 3,555 | | | | 843,844 | |
Robert E. Guth | | | 18,048,706 | | | | 119,945 | | | | 4,055 | | | | 843,844 | |
Michael Huber | | | 18,046,373 | | | | 121,978 | | | | 4,355 | | | | 843,844 | |
James A. Hyde | | | 18,008,489 | | | | 160,172 | | | | 4,045 | | | | 843,844 | |
Julia B. North | | | 18,048,437 | | | | 119,964 | | | | 4,305 | | | | 843,844 | |
Michael K. Robinson | | | 16,841,089 | | | | 1,327,543 | | | | 4,074 | | | | 843,844 | |
Jerry E. Vaughn | | | 17,985,490 | | | | 183,611 | | | | 3,605 | | | | 843,844 | |
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 2012 Annual Meeting.
Votes For – 18,056,537
Votes Against – 107,610
Votes Abstained – 8,559
Broker non-votes – 843,844
Proposal 3. To provide a non-binding advisory vote as to the frequency of the non-binding stockholder vote to approve the compensation of the Company’s named executive officers. The Company’s stockholders approved a one-year frequency for this non-binding stockholder vote.
One-Year Frequency – 14,945,337
Two-Year Frequency – 1,696,034
Three-Year Frequency – 1,519,514
Votes Abstained – 11,821
Broker non-votes – 843,844
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In light of these voting results and other matters considered by the Board of Directors, the Board of Directors and management have determined to implement an annual advisory vote on the compensation of the Company’s named executive officers beginning with the 2013 Annual Meeting of Stockholders.
Proposal 4. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. This proposal was approved by the Company’s stockholders at the 2012 Annual Meeting.
Votes For – 19,009,046
Votes Against – 4,900
Votes Abstained – 2,604
There were no broker non-votes.
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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.
Date: May 18, 2012
| | |
| LUMOS NETWORKS CORP. |
| |
| By: | | /s/ Harold L. Covert |
| | Harold L. Covert |
| | Executive Vice President, Chief Financial Officer and Treasurer |
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