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 23, 2016 (May 19, 2016)
Communications Sales & Leasing, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-36708 |
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46-5230630 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10802 Executive Center Drive Benton Building Suite 300 Little Rock, Arkansas |
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72211 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (501) 850-0820
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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The 2016 annual meeting of stockholders (the “Annual Meeting”) of Communications Sales & Leasing, Inc. (the “Company”) was held on May 19, 2016. During the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 6, 2016. The voting results for each of the proposals are as follows.
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1. |
Election of Directors. The four director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following votes: |
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Name |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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Jennifer S. Banner |
97,357,167 |
1,497,674 |
238,350 |
35,691,955 |
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Francis X. (“Skip”) Frantz |
97,136,176 |
1,699,469 |
257,546 |
35,691,955 |
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Kenneth A. Gunderman |
97,460,629 |
1,380,554 |
252,008 |
35,691,955 |
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David L. Solomon |
97,361,081 |
1,478,724 |
253,386 |
35,691,955 |
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2. |
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: |
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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96,268,378 |
2,302,366 |
522,447 |
35,691,955 |
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Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders recommended, on an advisory non-binding basis, that the Company hold future advisory votes on executive compensation every year by the following votes: |
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Every Year |
Every Two Years |
Every Three Years |
Votes Abstained |
Broker Non-Votes |
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88,377,627 |
678,955 |
9,216,255 |
820,354 |
35,691,955 |
Consistent with the stockholders’ advisory vote, the Company’s Board of Directors has determined that the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2022.
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Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accountant. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for 2016 by the following votes: |
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Votes For |
Votes Against |
Votes Abstained |
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133,827,798 |
594,572 |
362,776 |
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.
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Date: May 23, 2016 |
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COMMUNICATIONS SALES & LEASING, INC. |
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By: |
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/s/ Daniel L. Heard |
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Name: |
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Daniel L. Heard |
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Title: |
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Executive Vice President – General Counsel and Secretary |
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