Cogent Communications Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2024, the Company held its Annual Meeting at 2450 N Street NW, Washington, DC 20037. On the record date of March 15, 2024, there were 49,038,130 shares of the Company’s common stock entitled to vote and the number of shares present at the Annual Meeting, by person or by proxy, was 45,146,115 shares. The following proposals were submitted to a vote of the stockholders at the Annual Meeting, each of which is described in detail in the Proxy Statement:
Under the first proposal, each of the following nominees was elected to the Board, to hold office until his or her successor is elected and qualified, with the following voting results:
| Dave Schaeffer: | FOR: 42,285,552 | AGAINST: 538,071 | ABSTAIN: 42,729 | ||||||||
| Marc Montagner: | FOR: 41,653,813 | AGAINST: 1,184,175 | ABSTAIN: 28,364 | ||||||||
| D. Blake Bath: | FOR: 40,415,370 | AGAINST: 2,421,335 | ABSTAIN: 29,647 | ||||||||
| Steven D. Brooks: | FOR: 40,684,383 | AGAINST: 2,152,968 | ABSTAIN: 29,001 | ||||||||
| Paul de Sa: | FOR: 42,271,598 | AGAINST: 565,186 | ABSTAIN: 29,568 | ||||||||
| Lewis H. Ferguson, III: | FOR: 41,779,705 | AGAINST: 1,057,521 | ABSTAIN: 29,126 | ||||||||
| Eve Howard: | FOR: 42,602,925 | AGAINST: 233,752 | ABSTAIN: 29,675 | ||||||||
| Deneen Howell: | FOR: 42,267,908 | AGAINST: 568,872 | ABSTAIN: 29,572 | ||||||||
| Sheryl Kennedy: | FOR: 41,894,866 | AGAINST: 942,095 | ABSTAIN: 29,391 |
Broker non-votes for the first proposal were 2,279,763 shares.
Stockholders approved the second proposal, ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024. The vote on this second proposal was as follows: FOR: 43,159,633; AGAINST: 1,960,437; ABSTAIN: 26,045. Broker non-votes for this second proposal were zero (0) shares.
Stockholders approved the third proposal, an advisory vote to approve named executive officer compensation. The vote on this third proposal was as follows: FOR: 40,789,535; AGAINST: 1,752,428; ABSTAIN: 324,389. Broker non-votes for this third proposal were 2,279,763 shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 104 | Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document). |
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.
| Cogent Communications Holdings, Inc. | |||
| May 8, 2024 | By: | /s/ David Schaeffer | |
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||