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 24, 2017
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 Form8-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 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 |
The following summarizes the voting results for the six proposals submitted for a vote of the stockholders at the 2017 Annual Meeting of Stockholders of Lumos Networks Corp. (the “Company”) held on May 24, 2017.
Proposal 1.To adopt the agreement and plan of merger ( the “Merger Agreement”) with MTN Infrastructure TopCo, Inc., a Delaware corporation (“Parent”), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). This proposal was approved by the Company’s stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and the number of abstentions and brokernon-votes were as follows:
| | | | |
Votes For | | | 19,497,770 | |
Votes Against | | | 7,731 | |
Votes Abstained | | | 60,607 | |
Brokernon-votes | | | 1,371,774 | |
Proposal 2.To approve anon-binding advisory resolution approving the Merger-related compensation of the Company’s named executive officers. This proposal was approved by the Company’s stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and the number of abstentions and brokernon-votes were as follows:
| | | | |
Votes For | | | 18,915,321 | |
Votes Against | | | 586,150 | |
Votes Abstained | | | 64,637 | |
Brokernon-votes | | | 1,371,774 | |
Proposal 4. To elect Messrs. Peter D. Aquino, Lawrence J. Askowitz, Timothy G. Biltz, Robert E. Guth, Shawn F. O’Donnell, William M. Pruellage, Michael K. Robinson, Michael T. Sicoli and Jerry E. Vaughn to the Company’s Board of Directors to serve until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified. This proposal was approved by the Company’s stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and the number of abstentions and brokernon-votes were as follows:
| | | | | | | | | | | | | | | | |
Name | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
non-votes | |
Peter D. Aquino | | | 17,997,533 | | | | 1,557,210 | | | | 11,365 | | | | 1,371,774 | |
Lawrence J. Askowitz | | | 19,503,891 | | | | 47,686 | | | | 14,531 | | | | 1,371,774 | |
Timothy G. Biltz | | | 19,520,090 | | | | 39,411 | | | | 6,607 | | | | 1,371,774 | |
Robert E. Guth | | | 19,496,389 | | | | 58,354 | | | | 11,365 | | | | 1,371,774 | |
Shawn F. O’Donnell | | | 19,489,423 | | | | 62,154 | | | | 14,531 | | | | 1,371,774 | |
William M. Pruellage | | | 19,501,132 | | | | 55,442 | | | | 9,534 | | | | 1,371,774 | |
Michael K. Robinson | | | 18,093,746 | | | | 1,462,825 | | | | 9,537 | | | | 1,371,774 | |
Michael T. Sicoli | | | 19,491,896 | | | | 36,513 | | | | 37,699 | | | | 1,371,774 | |
Jerry E. Vaughn | | | 19,385,998 | | | | 171,415 | | | | 8,695 | | | | 1,371,774 | |
Proposal 5. To approve anon-binding advisory resolution approving the compensation of the Company’s named executive officers. This proposal was approved by the Company’s stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and the number of abstentions and brokernon-votes were as follows:
| | | | |
Votes For | | | 19,254,067 | |
Votes Against | | | 300,206 | |
Votes Abstained | | | 11,835 | |
Brokernon-votes | | | 1,371,774 | |
Proposal 6. To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. This proposal was approved by the Company’s stockholders at the 2017 Annual Meeting.
The number of shares cast in favor and against the proposal and the number of abstentions and brokernon-votes were as follows:
| | | | |
Votes For | | | 20,919,156 | |
Votes Against | | | 13,268 | |
Votes Abstained | | | 5,458 | |
Brokernon-votes | | | 0 | |
In connection with the 2017 Annual Meeting, the Company also solicited proxies with respect to Proposal 3 to approve the adjournment of the 2017 Annual Meeting to solicit additional proxies if the Company had not received proxies representing a sufficient number of votes to adopt the Merger Agreement. As there were sufficient votes at the time of the 2017 Annual Meeting to adopt the Merger Agreement, the adjournment proposal was rendered moot and was not presented at the 2017 Annual Meeting.
On May 24, 2017, the Company issued a press release announcing the voting results on the Merger Agreement at the 2017 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated May 24, 2017 |
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 24, 2017
| | |
| LUMOS NETWORKS CORP. |
| |
| By: | | /s/ Johan G. Broekhuysen |
| | Johan G. Broekhuysen Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated May 24, 2017 |
