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EX-99.1 - ALTEVA, INC.v221042_ex99-1.htm
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 5, 2011


Warwick Valley Telephone Company
(Exact name of registrant as specified in its charter)


0-11174
14-1160510
(Commission File No.)
(I.R.S. Employer Identification No.)

New York
(State or other jurisdiction of incorporation or organization)

47 Main Street
Warwick, New York 10990
(845) 986-8080
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication 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))
 
 
 

 
Item 5.07 Submission of Matters to a Vote of Security Holders

Warwick Valley Telephone Company (the "Company") announced today the final certified results of the votes at its 2011 Annual Meeting of shareholders, held Friday, April 29, 2011.  The following directors were elected for one year terms: Jeffrey D. Alario, Duane W. Albro, Douglas B. Benedict, Kelly C. Bloss, Robert J. DeValentino, Thomas H. Gray, and Douglas J. Mello.  The shareholders approved the selection of WithumSmith+Brown, P.C. as the Company’s independent accountants for the year ending December 31, 2011.

Matters voted on at the meeting and the results of each vote are as follows:

   
Votes For
Votes Against
 
Abstain
Broker Non-Votes
Proposal I
To fix the number of directors at seven until the next annual meeting of shareholders.
4,421,636
227,607
 
24,417
0
   
Votes For
Authority Withheld
   
Broker Non-Votes
Proposal II
Election of directors:
         
 
Jeffrey D. Alario
3,013,932
104,388
   
1,555,340
 
Duane W. Albro
3,016,339
101,981
   
1,555,340
 
Douglas B. Benedict
3,009,213
109,107
   
1,555,340
 
Kelly C. Bloss
2,997,737
120,583
   
1,555,340
 
Robert J. DeValentino
3,016,189
102,131
   
1,555,340
 
Thomas H. Gray
2,997,516
120,804
   
1,555,340
 
Douglas J. Mello
3,003,477
114,843
   
1,555,340
             
   
Votes For
Votes Against
 
Abstain
Broker Non-Votes
Proposal III
To approve the Amended and Restated Warwick Valley Telephone Company 2008 Long-Term Incentive Plan
2,642,047
400,998
 
75,275
1,555,340
             
   
Votes For
Votes Against
 
Abstain
Broker Non-Votes
Proposal IV
To approve, on an advisory basis, the compensation of our named executive officers
2,646,643
419,975
 
51,702
1,555,340
             
   
Votes for 1 Year
Votes for 2 Years
Votes for 3 Years
Abstain
Broker Non-Votes
Proposal V
To recommend, on an advisory basis, the frequency of shareholder advisory votes on the compensation of our named executive officers.
2,867,965
85,606
116,069
48,680
1,555,340
             
   
Votes For
Votes Against
 
Abstain
Broker Non-Votes
Proposal VI
To ratify the selection of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2011.
4,597,167
52,992
 
23,501
0
 
 
 
 

 

 
At the Company’s Annual Organizational Meeting, held on the day of the Annual Meeting, the Board of Directors elected the following persons to the positions set forth opposite their names:
 
 
Robert J. DeValentino
Chairman of the Board
 
Jeffrey D. Alario
Vice Chairman of the Board
 
Duane W. Albro
President & Chief Executive Officer
 
Kenneth H. Volz
Vice President, Chief Financial Officer, Treasurer
 
Anthony Cipollone
Corporate Secretary
 
Dorinda M. Masker
Assistant Corporate Secretary
 
Also, at the Company’s Annual Organizational Meeting, the following committee assignments were approved:

 
Governance & Nominating Committee
Kelly C. Bloss, Chair
   
Robert J. DeValentino
   
Douglas J. Mello
     
 
Audit Committee
Jeffrey D. Alario-Chair
   
Douglas B. Benedict
   
Robert J. DeValentino
     
 
Compensation Committee
Douglas B. Benedict-Chair
   
Kelly Bloss
   
Douglas J. Mello
 
A press release regarding this matter has been issued by the Company, is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
 
 
 
 

 
 
Item 9.01    Financial Statements and Exhibits.

(c)       Exhibits

99.1 Press Release entitled “Warwick Valley Telephone Announces Final Vote Results and Committee Assignments,” dated May 5, 2011.

 
 
 

 
 
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.

 
 
 
   
WARWICK VALLEY TELEPHONE COMPANY
 
           (Registrant)  
       
Date: May, 5, 2011
 
By:    /s/ Duane W. Albro                                   
 
   
Name:  Duane W. Albro
Title:    President & CEO