Document


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 2, 2019


 
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)


 
 
 
 
 
 
Ohio
 
001-8519
 
31-1056105
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (513) 397-9900

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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. o





Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Shares ($0.01 par value)
 
CBB
 
New York Stock Exchange
Depositary Shares, each representing 1/20 interest in a Share of 6 ¾% Cumulative Convertible Preferred Stock, without par value
 
CBB.PB
 
New York Stock Exchange









































Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 2, 2019. The final voting results for each of the proposals submitted for a vote of the shareholders are set forth below.
Proposal 1 - Election of Directors
The shareholders elected the following ten (10) Company nominees for director to serve a one-year term until the 2020 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The voting results were as follows:

 
For
 
Withheld
 
Abstain
 
Broker Non-Votes
Meredith J. Ching
24,342,960
 
269,182
 
3,892,077
 
11,095,120
Walter A. Dods, Jr.
24,329,388
 
265,933
 
3,908,898
 
11,095,120
John W. Eck
24,347,591
 
281,786
 
3,874,842
 
11,095,120
Leigh R. Fox
24,241,360
 
417,729
 
3,845,130
 
11,095,120
Jakki L. Haussler
24,214,605
 
415,363
 
3,874,251
 
11,095,120
Craig F. Maier
24,194,877
 
434,544
 
3,874,798
 
11,095,120
Russel P. Mayer
24,350,915
 
278,774
 
3,874,530
 
11,095,120
Theodore H. Torbeck
24,346,963
 
310,770
 
3,846,486
 
11,095,120
Lynn A. Wentworth
24,211,000
 
419,131
 
3,874,088
 
11,095,120
Martin J. Yudkovitz
24,321,349
 
277,231
 
3,905,639
 
11,095,120
In connection with the election of directors at the Annual Meeting, Ms. Lynn A. Wentworth assumed the role as Chairman of the Board.
Proposal 2 - Executive Compensation - “Say-on-Pay”
The shareholders voted as follows to provide advisory approval of the Company’s executive compensation:
For
 
Against
 
Abstain
 
Broker Non-Votes
27,829,785
 
470,212
 
204,222
 
11,095,120
Proposal 3 - Ratification of Auditor
The shareholders voted as follows to ratify the Audit and Finance Committee’s appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
 
 
38,901,979
 
534,004
 
163,356
 
 
 









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.
 
 
 
 
 
 
 
 
CINCINNATI BELL INC.
 
 
 
 
 
Date:
May 8, 2019
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President and General Counsel