8-K Vote and TSS


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 30, 2012
 

CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
 

Commission File No. 1-8519

Ohio
 
31-1056105
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
 
 
 
221 East Fourth Street, Cincinnati, Ohio
 
45202
(Address of principal
executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (513) 397-9900
 
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):
 
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 5.02(e) Compensatory Arrangements of Certain Officers.

    
On April 30, 2012, the Compensation Committee of the Board of Directors of Cincinnati Bell, Inc. (the “Company”) granted to Kurt A. Freyberger, Chief Financial Officer of the Company, an additional performance unit target award of up to $1,700,000 under the Company's Data Center Performance Plan in recognition of his promotion to Chief Financial Officer of the Company. The Data Center Performance Plan is an incentive program established in December 2010, under the Company's 2007 Long Term Incentive Plan, to encourage rapid and profitable growth in the Data Center segment of the Company's business.
Additional information regarding the Data Center Performance Plan, including the terms and conditions upon which performance unit awards vest and are paid, is available in the Company's Current Report on Form 8-K filed on December 13, 2010.
Item 5.07
    
Submission of Matters to a Vote of Security Holders.

    The 2012 Annual Meeting of Shareholders of the Company was held on May 1, 2012. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.
Proposal 1
The shareholders elected each of the Company's nominees for director to serve a one-year term until the 2013 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Bruce L. Byrnes
146,794,017
 
10,974,027

 
519,670
 
19,315,222
John F. Cassidy
155,601,312
 
2,521,654

 
164,748
 
19,315,222
Phillip R. Cox
146,168,001
 
11,944,698

 
175,015
 
19,315,222
Jakki L. Haussler
155,613,953
 
2,266,901

 
406,860
 
19,315,222
Craig F. Maier
147,227,987
 
10,805,544

 
254,183
 
19,315,222
Alan R. Schriber
156,247,547
 
1,703,856

 
336,311
 
19,315,222
Alex Shumate
147,035,407
 
10,808,136

 
444,171
 
19,315,222
Lynn A. Wentworth
155,862,157
 
2,099,410

 
326,147
 
19,315,222
Gary J. Wojtaszek
155,718,236
 
2,385,196

 
184,282
 
19,315,222
John M. Zrno
146,515,930
 
11,563,625

 
208,159
 
19,315,222
Proposal 2
The shareholders voted as follows to approve, by non-binding vote, the compensation of the Company's named executive officers:
For
 
Against
 
Abstain
 
Broker Non-Votes
140,460,852
 
15,083,037
 
2,743,825
 
19,315,222
Proposal 3
The shareholders voted as follows to reapprove the material terms of the performance goals of the Company's 2007 Long Term Incentive Plan:
For
 
Against
 
Abstain
 
Broker Non-Votes
151,692,600
 
6,096,320
 
498,794
 
19,315,222
Proposal 4
The shareholders voted as follows to approve an amendment to the Company's 2007 Stock Option Plan for Non-Employee Directors:
For
 
Against
 
Abstain
 
Broker Non-Votes
150,405,627
 
7,440,543
 
441,544
 
19,315,222





Proposal 5
The shareholders ratified the Audit and Finance Committee's appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. The voting results were as follows:
For
 
Against
 
Abstain
 
176,273,144
 
1,081,221
 
248,571
 






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.


 
 
 
 
 
 
 
 
CINCINNATI BELL INC.
 
 
 
 
 
Date:
May 4, 2012
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President, General Counsel and Secretary