Consolidated Communications Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Consolidated Communications Holdings, Inc. (the “Company”) held on May 31, 2024, 97,510,733 shares of common stock, $0.01 par value, or approximately 82.33% of the 118,429,666 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.
Proposal No. 1: Election of the Eight Directors Named in the Company’s Proxy Statement to Serve Until the Next Annual Meeting of Stockholders or Until Their Respective Successors Are Elected and Qualified. The number of votes cast for each nominee named in the Company’s proxy statement as a director, as well as the number of votes withheld and broker non-votes, were as follows:
| Name of Nominee | Votes For | Withheld | Broker Non-Votes | |||
| Robert J. Currey | 83,169,604 | 6,269,334 | 8,071,795 | |||
| Andrew S. Frey | 84,760,035 | 4,678,903 | 8,071,795 | |||
| David G. Fuller | 77,546,669 | 11,892,269 | 8,071,795 | |||
| Thomas A. Gerke | 78,614,076 | 10,824,862 | 8,071,795 | |||
| Roger H. Moore | 82,446,557 | 6,992,381 | 8,071,795 | |||
| Maribeth S. Rahe | 83,375,086 | 6,063,852 | 8,071,795 | |||
| Marissa M. Solis | 84,974,601 | 4,464,337 | 8,071,795 | |||
| C. Robert Udell, Jr. | 83,819,939 | 5,618,999 | 8,071,795 |
Each nominee, having received a plurality of the votes cast, was elected.
Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024. With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, the number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
| Votes For | Votes Against | Abstentions | ||
| 95,132,259 | 827,825 | 1,550,649 |
There were no broker non-votes as to Proposal No. 2.
Proposal No. 2, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.
Proposal No. 3: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers. With respect to the advisory vote to approve the compensation of the Company’s named executive officers described in the Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 85,826,968 | 1,602,108 | 2,009,862 | 8,071,795 |
Proposal No. 3, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter, was adopted, on an advisory basis.
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.
| CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |||
| By: | /s/ Fred A. Graffam III | ||
| Name: | Fred A. Graffam III | ||
| Title: | Chief Financial Officer | ||
Date: June 3, 2024