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 16, 2020
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38341 | 52-2126573 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 600 Telephone Avenue, Anchorage, Alaska | 99503-6091 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 907 - 297 – 3000 |
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(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | ALSK | The Nasdaq Stock Market LLC |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
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(a) |
The Annual Meeting of Shareholders of Alaska Communications Systems Group, Inc. (the “Company") was held on June 16, 2020. Shareholders representing 43,581,850 shares, or 81.4% of the common shares outstanding as of the April 17, 2020 record date, were present in person or represented at the meeting by proxy. |
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(b) |
The matters voted upon at the meeting, the number of votes cast for or against, and the number of abstentions and broker non-votes, as applicable, are set forth below. |
Proposal 1: Election of Board of Directors
The six (6) nominees to serve as directors, which constituted the entire Board of Directors as of the meeting date, were all either elected or reelected to serve as directors by the following votes:
| Nominee | For | Against | Abstain | Broker Non-Vote |
| David W. Karp | 30,029,708 | 1,364,052 | 586,964 | 11,601,126 |
| Peter D. Aquino | 29,910,411 | 1,482,547 | 587,766 | 11,601,126 |
| Wayne Barr, Jr. | 22,466,046 | 8,962,996 | 551,682 | 11,601,126 |
| Benjamin C. Duster, IV | 28,383,012 | 2,991,394 | 606,318 | 11,601,126 |
| Shelly C. Lombard | 28,391,412 | 2,984,186 | 605,126 | 11,601,126 |
| William H. Bishop | 30,042,742 | 1,349,848 | 588,134 | 11,601,126 |
Proposal 2: Advisory Approval of the Company’s Executive Compensation
The Company proposal requesting that shareholders approve executive compensation, on an advisory basis, was approved with the following vote:
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For |
Against |
Abstain |
Broker Non-Vote |
|
30,051,502 |
1,374,966 |
554,257 |
11,601,125 |
Proposal 3: Approval of the Company’s Amended and Restated 2012 Employee Stock Purchase Plan
The Company proposal requesting that shareholders approve the amended and restated 2012 employee stock purchase plan, was approved with the following vote:
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For |
Against |
Abstain |
Broker Non-Vote |
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30,328,751 |
1,285,233 |
366,741 |
11,601,125 |
Proposal 4: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The Company proposal requesting ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved with the following vote:
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For |
Against |
Abstain |
Broker Non-Vote |
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41,505,830 |
1,269,144 |
806,876 |
N/A |
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 19, 2020 | Alaska Communications Systems Group, Inc. | ||
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/s/ Leonard A. Steinberg |
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Leonard A. Steinberg |
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Corporate Secretary |
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