Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K/A
 

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 1, 2018


 
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)


 
 
 
 
 
 
Ohio
 
001-8519
 
31-1056105
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)
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:
 
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))

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 Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

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 Securities Act. o





Explanatory Note

This Current Report on Form 8-K/A is being filed by Cincinnati Bell Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on May 4, 2018 to announce the preliminary results of the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company held on May 1, 2018. This Amendment is being filed to disclose the final, certified voting results received from the independent inspector of elections, IVS Associates, Inc. (“IVS”).

Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2018, IVS delivered its final vote tabulation that certified the voting results for each of the proposals presented at the Annual Meeting.
As of the close of business on March 2, 2018, the record date for the Annual Meeting, 42,394,151 common shares and 155,250 6 ¾% Cumulative Convertible Preferred Shares were outstanding and entitled to vote. Based on the final voting results from IVS, 39,047,614 shares were represented in person or by proxy at the Annual Meeting, representing approximately 91.77% percent of the shares entitled to vote and constituting a quorum.
The final voting results from IVS for the proposals presented at the Annual Meeting are as follows:
Proposal 1 - Election of Directors
The Company’s Board of Director Nominees
 
For
 
Withheld
 
Phillip R. Cox
30,568,014
 
5,991,760
 
John W. Eck
31,095,445
 
5,464,329
 
Leigh R. Fox
31,103,539
 
5,456,235
 
Jakki L. Haussler
30,581,550
 
5,978,224
 
Craig F. Maier
25,143,281
 
191,323
 
Russel P. Mayer
25,151,513
 
183,091
 
Theodore H. Torbeck
25,149,307
 
185,297
 
Lynn A. Wentworth
30,581,258
 
5,978,516
 
Martin J. Yudkovitz
31,102,453
 
5,457,321
 

GAMCO Asset Management’s Nominees
 
For
 
Withheld
 
James Chadwick
11,219,470
 
5,700
 
Matthew Goldfarb
11,219,470
 
5,700
 
Justyn R. Putnam
11,219,470
 
5,700
 

The number of broker non-votes with respect to Proposal 1 was 2,487,840.
Based on the final voting results from IVS, the nine (9) directors elected at the meeting are: Phillip R. Cox, John W. Eck, Leigh R. Fox, Jakki L. Haussler, Craig F. Maier, Russel P. Mayer, Theodore H. Torbeck, Lynn A. Wentworth and Martin J. Yudkovitz.





Proposal 2 - Executive Compensation - “Say-on-Pay”
The shareholders voted as follows to provide non-binding advisory approval of the Company’s executive compensation:
For
 
Against
 
Abstain
 
Broker
Non-Votes
31,512,977
 
3,491,514
 
1,555,283
 
2,487,840
Proposal 3 - Amendment to Amended and Restated Regulations
The shareholders voted as follows to approve an amendment of the Company’s Amended and Restated Regulations to provide proxy access for the Company’s shareholders:
For
 
Against
 
Abstain
 
Broker
Non-Votes
34,895,594
 
143,011
 
1,521,169
 
2,487,840
Proposal 4 - Ratification of Auditor
The shareholders voted as follows to ratify 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, 2018:
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
38,588,769
 
410,904
 
47,941
 






























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 21, 2018
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President and General Counsel