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MarketScreener Homepage  >  Equities  >  Nyse  >  Cincinnati Bell Inc.    CBB

CINCINNATI BELL INC.

(CBB)
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CINCINNATI BELL INC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

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05/08/2020 | 06:06am EDT

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

On May 7, 2020, Cincinnati Bell Inc., an Ohio Corporation (the "Company"), held a virtual special meeting of its shareholders (the "Special Meeting") to vote on the proposals identified in the Definitive Proxy Statement, dated March 24, 2020, which was first mailed to the Company's shareholders on March 31, 2020.

As of the close of business on March 23, 2020, the record date for the Special Meeting, there were 50,564,267 shares of common stock, par value $0.01 per share, of the Company ("Company common shares"), and 155,250 shares of 6 3/4% cumulative convertible preferred shares, without par value, of the Company ("6 3/4% preferred shares"), outstanding and entitled to vote at the Special Meeting. 75.75% of all of the issued and outstanding Company common shares and 6 3/4% preferred shares entitled to vote were represented by proxy at the Special Meeting. Each of the three proposals was approved by the requisite vote of the Company's shareholders. The tables below detail the voting results for each proposal:

1. Proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2020

    (the "merger agreement"), by and among the Company, Red Fiber Parent LLC, a
    Delaware limited liability company ("Parent"), and RF Merger Sub Inc., an Ohio
    corporation and a wholly owned subsidiary of Parent. Set forth below are the
    voting results for this proposal.


Votes For Votes Against Votes Abstained Broker Non-Votes 38,220,318 137,948 64,059

             0



The proposal to adopt the merger agreement received the affirmative vote of approximately 75.35% of Company common shares and 6 3/4% preferred shares (voting as a single class) entitled to vote thereon.

2. Nonbinding, advisory proposal to approve the compensation that may be paid or

    become payable to the Company's named executive officers in connection with,
    or following, the consummation of the merger (relating only to contractual
    obligations of the Company in existence prior to consummation of the merger
    that may result in a payment to the Company's named executive officers in
    connection with, or following, the consummation of the merger and does not
    relate to any new compensation or other arrangements between the Company's
    named executive officers and Parent or, following the merger, the surviving
    corporation and its subsidiaries).


Votes For Votes Against Votes Abstained Broker Non-Votes 37,579,673 716,132 126,520

            0



The nonbinding, advisory proposal to approve the compensation that may be paid or become payable to the Company's named executive officers in connection with, or following, the consummation of the merger received the affirmative vote of approximately 97.80% of Company common shares and 6 3/4% preferred shares (voting as a single class) present and entitled to vote thereon.

3. Proposal to adjourn the Special Meeting to a later date or time, if necessary

    or appropriate, to solicit additional proxies in the event there are
    insufficient votes at the time of the Special Meeting or any adjournment or
    postponement thereof to adopt the merger agreement.


Votes For Votes Against Votes Abstained Broker Non-Votes 32,954,084 5,388,747 79,494

             0



The proposal to adjourn the Special Meeting to a later date or time received the affirmative vote of approximately 85.94% of the votes cast by holders of Company common shares and 6 3/4% preferred shares (voting as a single class) at the Special Meeting.

--------------------------------------------------------------------------------

Item 8.01 Other Events.

On May 7, 2020, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

  99.1        Press Release, dated May 7, 2020
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)


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© Edgar Online, source Glimpses

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