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, 2012
tw telecom inc.
(Exact name of Registrant as Specified in Charter)
| Delaware | 1-34243 | 84-1500624 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
10475 Park Meadows Drive Littleton, Colorado 80124
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (303) 566-1000
(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. |
On June 7, 2012, tw telecom inc. held its Annual Meeting of Stockholders. The following is a summary of the matters voted on at the meeting as described in the Company’s Definitive Proxy Statement filed on April 27, 2012, and the voting results for each matter.
| 1. | The six nominees for directors were elected to serve for terms expiring in 2013, as follows: |
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Gregory J. Attorri |
136,848,251 | 3,273,953 | 4,580,923 | |||||||||
| Spencer B. Hays |
137,518,664 | 2,603,540 | 4,580,923 | |||||||||
| Larissa L. Herda |
136,140,234 | 3,981,970 | 4,580,923 | |||||||||
| Kevin W. Mooney |
136,150,311 | 3,971,893 | 4,580,923 | |||||||||
| Kirby G. Pickle |
136,825,843 | 3,296,361 | 4,580,923 | |||||||||
| Roscoe C. Young, II |
136,162,366 | 3,959,838 | 4,580,923 | |||||||||
| 2. | The appointment of Ernst & Young LLP to serve as the Company’s Independent Auditors in 2012 was ratified by the following shareholder vote: |
| Votes For |
143,810,608 | |||
| Votes Against |
884,333 | |||
| Abstentions |
8,186 |
| 3. | A shareholder proposal requesting the Board of Directors to establish a policy requiring that the Chairman of the Board be an independent director who has not served as one of our executive officers was defeated by the following shareholder vote: |
| Votes For |
34,098,538 | |||
| Votes Against |
106,006,528 | |||
| Abstentions |
17,138 | |||
| Broker Non-Votes |
4,580,923 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| tw telecom inc. | ||
| By: | /s/ Tina Davis | |
| Name: | Tina Davis | |
| Title: | Senior Vice President and Deputy General Counsel | |
Dated: June 8, 2012