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    CommScope Holding Company Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/9/25 6:30:07 AM ET
    $COMM
    Radio And Television Broadcasting And Communications Equipment
    Technology
    Get the next $COMM alert in real time by email
    8-K
    0001517228false00015172282025-05-082025-05-08

    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 8, 2025

    COMMSCOPE HOLDING COMPANY, INC.

    (Exact name of registrant as specified in its charter)

    Delaware

    001-36146

    27-4332098

    (State or other jurisdiction
    of incorporation)

    (Commission
    File Number)

    (IRS Employer
    Identification No.)

    3642 E. US Highway 70

    Claremont, North Carolina 28610

    (Address of principal executive offices)

    Registrant’s telephone number, including area code: (828) 459-5000

    Not Applicable

    (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:

    ☐

    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))

    Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading Symbol

    Name of each exchange on which registered

    Common Stock, par value $0.01 per share

    COMM

    The NASDAQ Stock Market

    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

    ☐

    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.

    CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 8, 2025. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. There were a total of 216,560,568 shares of common stock, and 1,227,328 shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 44,630,064 shares of common stock, eligible to vote at the Meeting. The holders of the Series A Convertible Preferred Stock, voting as a separate class, voted on the election of two directors. The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class (with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement), voted on the election of eight directors and on three other proposals at the Meeting.

    Each of the proposals that were voted upon at the Meeting passed by the votes set forth in the tables below for each proposal.

    (1)

    The holders of Series A Convertible Preferred Stock, voting as a separate class, voted to elect two directors to serve a term expiring at the Company’s 2026 Annual Meeting of Stockholders or until their successors are elected and qualified to serve:

     

    Name of Director

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    Scott H. Hughes

     

     

    44,630,064

     

     

     

    -

     

     

     

    -

     

     

     

    -

     

    Patrick R. McCarter

     

     

    44,630,064

     

     

     

    -

     

     

     

    -

     

     

     

    -

     

     

    (2)

    The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class to elect eight directors for terms ending at the Company’s 2026 Annual Meeting of Stockholders or until their successors are elected and qualified to serve:

     

    Name of Director

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    Stephen C. Gray

     

    177,774,300

     

     

     

    4,016,449

     

     

     

    1,615,269

     

     

     

    32,256,739

     

    L. William Krause

     

     

    170,037,182

     

     

     

    11,531,337

     

     

     

    1,837,499

     

     

     

    32,256,739

     

    Joanne M. Maguire

     

     

    168,317,985

     

     

     

    13,024,065

     

     

     

    2,063,968

     

     

     

    32,256,739

     

    Thomas J. Manning

     

     

    179,816,801

     

     

     

    1,988,803

     

     

     

    1,600,414

     

     

     

    32,256,739

     

    Derrick A. Roman

     

     

    171,132,462

     

     

     

    10,385,727

     

     

     

    1,887,829

     

     

     

    32,256,739

     

    Charles L. Treadway

     

     

    179,520,901

     

     

     

    2,298,661

     

     

     

    1,586,456

     

     

     

    32,256,739

     

    Claudius E. Watts IV

     

     

    179,144,031

     

     

     

    2,667,817

     

     

     

    1,594,170

     

     

     

    32,256,739

     

    Timothy T. Yates

     

     

    179,409,848

     

     

     

    2,397,649

     

     

     

    1,598,521

     

     

     

    32,256,739

     

     

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    (3)

    Non-binding, advisory approval of the compensation of the Company’s named executive officers:

     

     

    106,232,674

     

     

     

    68,440,329

     

     

     

    8,733,015

     

     

     

    32,256,739

     

     

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    (4)

    Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan:

     

     

    170,686,864

     

     

     

    4,110,204

     

     

     

    8,608,950

     

     

     

    32,256,739

     

     

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

    (5)

    Ratification of Independent Registered Public
    Accounting Firm for 2025:

     

     

    214,483,835

     

     

     

    807,783

     

     

     

    371,139

     

     

    On May 8, 2025, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

    Item 9.01. Financial Statements and Exhibits

    (d) EXHIBITS

    99.1 Press Release of CommScope Holding Company, Inc. dated May 8, 2025.
     


    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.

    Dated: May 9, 2025

     

     

    COMMSCOPE HOLDING COMPANY, INC.

     

     

     

     

     

    By:

     /s/ Justin C. Choi

     

     

    Justin C. Choi

    Senior Vice President,

    Chief Legal Officer and Secretary

     


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