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 7, 2011

 

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

(State of Incorporation)

 

File No. 000-50886

(Commission File Number)

 

59-3778247

(IRS Employer Identification No.)

 

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (212) 906-8440

 

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))

 

 

 



 

TABLE OF CONTENTS

 

Item 5.07.

 

Submission of Matters to a Vote of Security Holders.

SIGNATURES

 

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Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

(a)       Annual Meeting of Stockholders of Virgin Media Inc. (the “Company”) held on June 7, 2011.

 

On June 7, 2011, the Company held its 2011 Annual Meeting.  At the Annual Meeting, the Company’s stockholders voted on the following proposals:

 

·                  the election of four Class I directors to Board for a three year term to expire at the Company’s 2014 Annual Meeting or until their respective successors are duly elected and qualified;

 

·                  the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011; and

 

·                  the approval of an advisory vote on compensation of our named executive officers; and

 

·                  the approval of an advisory vote on the frequency of the vote on compensation of our named executive officers

 

Of the 317,624,326 shares of common stock eligible to vote at the Annual Meeting, 257,426,693 shares of the Company’s common stock were voted, representing a quorum of 81.05% of the common stock eligible to vote.

 

(b)       Results of the matters submitted to a stockholder vote at the Annual Meeting

 

1. Election of Directors: The nominees named below were elected as directors at the Annual Meeting by the following final votes cast:

 

 

 

For

 

Withhold

 

Broker Non-Votes

 

James A. Chiddix

 

224,609,951

 

21,565,784

 

11,250,958

 

William R. Huff

 

235,236,500

 

10,939,235

 

11,250,958

 

James F. Mooney

 

237,607,952

 

8,567,783

 

11,250,958

 

John N. Rigsby

 

244,629,280

 

1,546,455

 

11,250,958

 

 

2. Ratification of the Appointment of Independent Registered Public Accounting Firm: Our stockholders ratified the selection of Ernst & Young LLP as our independent auditors for the year ended December 31, 2011 by the following final votes cast:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

257,384,562

 

28,604

 

13,527

 

0

 

 

3. Advisory Vote on Executive Compensation Matters (“Say-on-Pay”): Our stockholders approved, on a non-binding advisory basis, the say-on-pay proposal by the following final votes cast:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

244,148,435

 

2,013,163

 

14,137

 

11,250,958

 

 

4. Advisory Vote on the Frequency of Say-on-Pay Votes: Our stockholders voted, on a non-binding advisory basis, in favor of an annual vote on Say-on-Pay. the results of the vote are as follows:

 

One Year

 

Two Years

 

Three Years

 

Broker Non-Votes

 

160,150,657

 

3,502

 

84,593,794

 

11,250,958

 

 

The 160,150,657 votes cast in favor of  “one year” represents 50.42% of the total outstanding shares of common stock eligible to vote at the Annual Meeting and 62.21% of the quorum.

 

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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.

 

 

Date: June  10, 2011

VIRGIN MEDIA INC.

 

 

 

 

 

 

 

By:

/s/ Richard Tater

 

 

Richard Tater

 

 

Assistant Secretary

 

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