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): June 2, 2011
PAETEC Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware | 000-52486 | 20-5339741 | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||||
One PAETEC Plaza 600 Willowbrook Office Park Fairport, New York |
14450 | |||||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (585) 340-2500
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 |
(a) PAETEC Holding Corp. (the Company) held its 2011 annual meeting of stockholders on June 2, 2011 (the 2011 annual meeting). At the 2011 annual meeting, the Companys stockholders voted on five proposals. The proposals are described in the Companys definitive proxy statement on Schedule 14A for the 2011 annual meeting filed with the Securities and Exchange Commission on April 20, 2011.
(b) The final voting results with respect to each proposal voted upon at the 2011 annual meeting are set forth below.
Proposal 1
The Companys stockholders elected each of the three nominees to Class II of the Board of Directors for a three-year term expiring at the 2014 annual meeting of stockholders by a plurality of the votes cast, as set forth below:
For |
Withheld |
Broker Non-Votes | ||||
Tansukh V. Ganatra |
111,575,828 | 901,719 | 21,246,155 | |||
William R. McDermott |
85,745,149 | 26,732,398 | 21,246,155 | |||
Mark Zupan |
111,146,504 | 1,331,043 | 21,246,155 |
There were no abstentions in the election of directors.
Of the continuing directors not elected at the 2011 annual meeting, (1) Arunas A. Chesonis, Richard T. Aab, Alex Stadler and Keith M. Wilson serve as Class III directors for a term expiring at the 2012 annual meeting of stockholders and (2) Shelley Diamond, H. Russell Frisby, Jr. and Michael C. Mac Donald serve as Class I directors with a term expiring at the 2013 annual meeting of stockholders.
Proposal 2
The Companys stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the 2011 fiscal year, as set forth below:
For |
Against |
Abstentions | ||
132,963,399 |
638,615 | 121,688 |
There were no broker non-votes with respect to this proposal.
Proposal 3
The Companys stockholders approved the PAETEC Holding Corp. 2011 Omnibus Incentive Plan, as set forth below:
For |
Against |
Abstentions |
Broker Non-Votes | |||
109,160,769 |
2,794,053 | 522,725 | 21,246,155 |
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Proposal 4
The Companys stockholders approved, by a non-binding, advisory vote, the Companys named executive officer compensation as disclosed in the proxy statement for the 2011 annual meeting, as set forth below:
For |
Against |
Abstentions |
Broker Non-Votes | |||
110,874,302 |
1,036,809 | 566,436 | 21,246,155 | |||
Proposal 5
By a non-binding, advisory vote, the Companys stockholders designated every 1 Year as the frequency with which the Company should hold a non-binding, advisory vote to approve the Companys named executive officer compensation, as set forth below:
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
103,249,351 |
129,110 | 8,961,184 | 137,902 | 21,246,155 | ||||
(d) In light of the stockholder vote at the 2011 annual meeting on proposal 5 as reported above, the Companys Board of Directors has determined that the Company will include a non-binding, advisory vote in its proxy materials to approve the Companys compensation of its named executive officers as disclosed in such proxy materials (a say-on-pay vote) every 1 year until the next required vote on the frequency of stockholder votes on the compensation of the Companys named executive officers.
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SIGNATURE
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.
PAETEC Holding Corp. | ||
Date: June 8, 2011 | /s/ Mary K. OConnell | |
Mary K. OConnell | ||
Executive Vice President, General Counsel and Secretary (Duly Authorized Officer) |
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