Uniti Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 2, 2025, Uniti Group Inc., a Maryland corporation (“Uniti”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of May 3, 2024, by and among Uniti and Windstream Holdings II, LLC, a Delaware limited liability company (“Windstream”), as amended by the Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 17, 2024 (as it may be further amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, following a pre-closing reorganization of Windstream, an affiliate of Windstream identified as “Merger Sub” in the Merger Agreement will merge with and into Uniti (the “Merger”), with Uniti surviving the Merger and with the result that both of Uniti and Windstream’s successor by merger will be indirect wholly owned subsidiaries of an affiliate of Windstream’s that will become a public corporation and be renamed “Uniti Group Inc.” (“New Uniti”).
There were 244,229,237 shares of common stock, par value $0.0001 per share, of Uniti (“Uniti Common Stock”), issued and outstanding as of February 10, 2025, the record date for the Special Meeting (the “Record Date”). Each share of Uniti Common Stock was entitled to one vote with respect to each proposal at the Special Meeting. At the Special Meeting, the holders of 202,635,310 shares of Uniti Common Stock were present or represented by proxy, representing approximately 82.96% of the total outstanding shares of Uniti Common Stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement/prospectus filed by Uniti with the Securities and Exchange Commission on February 12, 2025 (the “Proxy Statement/Prospectus”)):
Proposal 1 – The Merger Proposal: To approve the merger of an affiliate of Windstream with and into Uniti with Uniti surviving the merger as an indirect, wholly owned subsidiary of New Uniti, pursuant to the Merger Agreement, and the other actions and transactions contemplated thereby.
Proposal 2 – The Advisory Compensation Proposal: To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Uniti’s named executive officers that is based on or otherwise relates to the Merger.
Proposal 3 – The Interim Charter Amendment Proposal: To approve the amendment to the charter of Uniti, designating Uniti as the agent of Uniti stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for any willful breach of the Merger Agreement by Windstream.
Proposal 4 – The Delaware Conversion Proposal: To approve the conversion of Uniti to a Delaware corporation and the related plan of conversion.
Each proposal was approved by the requisite vote of Uniti’s stockholders. Because Proposal 1 was approved, a vote on the adjournment proposal (Proposal 5) described in the Proxy Statement/Prospectus was not necessary. A summary of the voting results for each proposal is set forth below.
Proposal 1 – Merger Agreement Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 196,397,831 | 5,121,315 | 1,116,164 | 0 |
Proposal 2 – Advisory Compensation Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 191,875,357 | 8,951,615 | 1,808,338 | 0 |
Proposal 3 – Interim Charter Amendment Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 196,961,743 | 4,517,903 | 1,155,664 | 0 |
Proposal 4 – Delaware Conversion Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 186,787,450 | 14,615,256 | 1,232,604 | 0 |
Subject to the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory approvals, the Merger is expected to close in the second half of 2025.
Item 8.01 Other Events.
On April 2, 2025, Uniti issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release announcing the results of the special meeting, dated as of April 2, 2025. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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.
| UNITI GROUP INC. | ||||
| Date: April 2, 2025 | ||||
| By: | /s/ Daniel Heard | |||
| Name: | Daniel Heard | |||
| Title: | Executive Vice President – General Counsel & Secretary | |||