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):May 7, 2021
COMMSCOPE HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36146 | | 27-4332098 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1100 CommScope Place, SE
Hickory, North Carolina 28602
(Address of principal executive offices)
Registrant’s telephone number, including area code: (828) 324-2200
Not Applicable
(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 $0.01 per share | COMM | The NASDAQ Stock Market |
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).
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.
CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 7, 2021. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. There were a total of 203,397,720 shares of common stock, and 1,041,819 shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 37,884,327 shares of common stock, eligible to vote at the Meeting. The holders of the Series A Convertible Preferred Stock, voting as a separate class, voted on the election of one director. The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement, voted on the election of four directors and on five other proposals at the Meeting.
Each of the proposals that were voted upon at the Meeting passed by the votes set forth in the tables below for each proposal.
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
(1) | Approval of an amendment to the Company’s amended and restated certificate of incorporation to eliminate the classified structure of the Company’s Board of Directors: | | 211,054,608 | | 86,686 | | 30,771 | | 12,482,768 |
(2) | The holders of Series A Convertible Preferred Stock, voting as a separate class, voted to elect one director to serve a term expiring at the Company’s 2022 Annual Meeting of Stockholders or until his successor is elected and qualified to serve: |
| Name of Director | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Patrick R. McCarter | | 37,884,327 | | - | | - | | - |
(3) | The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class to elect three Class II Directors and one Class III Director for terms ending at the Company’s 2022 Annual Meeting of Stockholders or until their successors are elected and qualified to serve: |
| Name of Director | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Mary S. Chan | | 206,303,770 | | 4,844,709 | | 23,586 | | 12,482,768 |
| Stephen C. Gray | | 193,260,114 | | 17,886,624 | | 25,327 | | 12,482,768 |
| L. William Krause | | 187,333,071 | | 19,192,784 | | 4,646,210 | | 12,482,768 |
| Derrick A. Roman | | 210,303,196 | | 838,266 | | 30,603 | | 12,482,768 |
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
(4) | Non-binding, advisory approval of the compensation of the Company's named executive officers: | | 181,321,445 | | 29,786,687 | | 63,933 | | 12,482,768 |
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
(5) | Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan: | | 205,277,693 | | 5,870,107 | | 24,265 | | 12,482,768 |
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| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
(6) | Approval of the termination of certain executive performance options and grant of selective performance-based retention equity awards: | | 155,158,362 | | 55,967,656 | | 46,047 | | 12,482,768 |
| | | Votes For | | Votes Against | | Abstentions |
(7) | Ratification of Independent Registered Public Accounting Firm for 2021: | | 223,259,925 | | 378,379 | | 16,529 |
On May 7, 2021, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) EXHIBITS
99.1 Press Release of CommScope Holding Company, Inc. dated May 7, 2021.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Dated: May 10, 2021
COMMSCOPE HOLDING COMPANY, INC.
By: /s/ Frank B. Wyatt, II
Frank B. Wyatt, II
Senior Vice President,
General Counsel and Secretary
