WideOpenWest 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.
WideOpenWest, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 9, 2024. The matters voted upon were (i) the re-election of three Class I members of the Board of Directors for a three year term, (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2024, (iii) a proposal to approve, by non-binding advisory vote, the Company’s executive compensation, (iv) a proposal to recommend, by non-binding advisory vote, the frequency of future advisory votes on the Company’s executive compensation, and (v) a proposal to approve an amendment to the 2017 Omnibus Plan.
Based on the votes by holders of the Company’s common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The re-election of Teresa Elder, Jeffrey Marcus and Phil Seskin as Class I directors:
| DIRECTOR NOMINEES | VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| Teresa Elder | 68,114,984 | 1,812,143 | 16,616 | 4,179,330 | ||||
| Jeffrey Marcus | 66,905,968 | 3,013,516 | 24,259 | 4,179,330 | ||||
| Phil Seskin | 63,237,771 | 6,683,122 | 22,850 | 4,179,330 |
2. The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2024:
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| 73,712,273 | 231,867 | 178,933 | 0 | ||||
3. A proposal to approve, by non-binding advisory vote, the Company’s executive compensation:
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
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| 67,971,304 | 624,145 | 1,330,294 | 4,179,330 |
4. A proposal to recommend, by non-binding advisory vote, the frequency of future advisory votes on the Company’s executive compensation:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES | ||||
| 67,319,373 | 6,297 | 1,290,009 | 1,328,064 | 4,179,330 |
5. A proposal to approve an amendment to the WideOpenWest, Inc. 2017 Omnibus Incentive Plan:
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 65,866,901 | 2,691,929 | 1,384,913 | 4,179,330 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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.
| WIDEOPENWEST, INC | ||
| Date: May 13, 2024 | By: | /s/ John Rego |
| John Rego | ||
| Chief Financial Officer | ||