UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted in Item 5.07 below, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Uniti Group Inc. (the “Company”), the Company’s stockholders approved an increase in the number of shares available for issuance under the Uniti Group Inc. 2015 Equity Incentive Plan (the “Long-Term Incentive Plan”) and an extension of its term. A summary of the material terms of the Long-Term Incentive Plan is set forth on pages 19 through 24 of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2023 (the “Proxy Statement”). The summary and the foregoing description of the Long-Term Incentive Plan are qualified in their entirety by reference to the text of the Long-Term Incentive Plan, which is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held virtually on May 25, 2023 at 8:00 a.m. (Eastern time) at www.virtualshareholdermeeting.com/UNIT2023. During the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Proxy Statement. The voting results for each of the proposals are as follows.
| 1. | Election of Directors. The five director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following votes: |
Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Jennifer S. Banner | 162,864,210 | 6,931,289 | 665,534 | 37,121,252 | ||||||||||||
| Scott G. Bruce | 162,399,124 | 7,354,765 | 707,144 | 37,121,252 | ||||||||||||
| Francis X. (“Skip”) Frantz | 160,740,104 | 9,050,791 | 670,138 | 37,121,252 | ||||||||||||
| Kenneth A. Gunderman | 159,907,975 | 9,877,985 | 675,073 | 37,121,252 | ||||||||||||
| Carmen Perez-Carlton | 163,707,134 | 6,079,494 | 674,405 | 37,121,252 | ||||||||||||
| 2. | Approval of an Increase in the Number of Shares Available for Issuance under the Long-Term Incentive Plan and an Extension of its Term. The stockholders approved an increase of 8,000,000 shares in the number of shares available for issuance under the Long-Term Incentive Plan and an extension of its term by the following votes: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 156,206,621 | 13,529,873 | 724,539 | 37,121,252 | |||||||||||
| 3. | Advisory Vote to Approve Executive Compensation. The stockholders approved an advisory non-binding resolution approving the compensation of the Company’s named executive officers by the following votes: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 153,437,485 | 16,112,182 | 911,366 | 37,121,252 | |||||||||||
| 4. | Ratification of KPMG LLP as the Company’s Independent Registered Public Accountant. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accountant for 2023 by the following votes: |
| Votes For | Votes Against | Votes Abstained | ||||||||
| 202,198,127 | 4,522,709 | 861,449 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Uniti Group Inc. 2015 Equity Incentive Plan, as amended and restated April 11, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023 (File No. 001-36708)) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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.
| UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | |
| Name: | Daniel L. Heard | |
| Title: | Executive Vice President – General Counsel and Secretary | |
May 26, 2023