UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 10, 2017

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(203) 614-5600

(Registrant’s telephone number, including area code)

(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):

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  ☐

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 Exchange Act.  ☐

Frontier Communications Corporation held its 2017 Annual Meeting of Stockholders on May 10, 2017. The number of shares of common stock present at the Annual Meeting was 956,266,374 or 81.18% of the shares of common stock outstanding on March 13, 2017, the record date for the Annual Meeting. At the Annual Meeting, the following items were submitted to a vote of stockholders:

(1) All nominees were elected to serve on the Board of Directors pursuant to the following votes:

There were 468,561,548 broker non-votes with respect to each nominee.

(2) The advisory proposal to approve executive compensation was approved with the following vote:

There were 468,561,548 broker non-votes with respect to this matter.

(3) On the advisory proposal on the frequency of the advisory executive compensation proposal, Frontier’s stockholders recommend that such vote be held annually as follows:

There were 468,561,548 broker non-votes with respect to this matter.

Frontier will include an advisory vote on executive compensation on an annual basis until the next advisory vote on the frequency of the executive compensation proposal, which will occur no later than Frontier’s 2023 Annual Meeting.

There were 468,561,548 broker non-votes with respect to this matter.

(5) The proposal to adopt an Amendment to Frontier’s Restated Certificate of Incorporation was approved with the following vote:

There were no broker non-votes with respect to this matter.

(6) The appointment of KPMG LLP as Frontier’s independent registered public accounting firm for 2017 was ratified with the following vote:

There were no broker non-votes with respect to this matter.

On May 10, 2017, following the Annual Meeting, the Board of Directors determined to effect the reverse stock split of the issued shares of common stock at a ratio of one share for fifteen shares. The reverse stock split will be effective as of the beginning of trading on Monday, July 10, 2017, and will reduce the number of shares of common stock outstanding to approximately 78.5 million shares. In addition, and at the same time, the total number of shares of common stock that Frontier is authorized to issue will change from 1,750,000,000 shares to 175,000,000 shares. Frontier’s equity market capitalization will be unchanged.

A copy of the press release issued on May 12, 2017 is attached hereto as Exhibit 99.

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.