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CommScope Holding (COMM)

Filed: 9 May 22, 11:20am

 

 

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 6, 2022

 

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).

 

 

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.

CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 6, 2022. 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 206,813,857 shares of common stock, and 1,056,144 shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 38,405,236 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 two directors. 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 seven directors and on three 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.

(1)

The holders of Series A Convertible Preferred Stock, voting as a separate class, voted to elect two directors to serve a term expiring at the Company’s 2023 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

 

Mindy Mackenzie

 

 

38,405,236

 

 

 

-

 

 

 

-

 

 

 

-

 

Patrick R. McCarter

 

 

38,405,236

 

 

 

-

 

 

 

-

 

 

 

-

 

 

(2)

The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class to elect seven directors for terms ending at the Company’s 2023 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

 

 

151,969,100

 

 

 

2,816,764

 

 

 

1,249,044

 

 

 

23,071,289

 

Stephen C. Gray

 

151,618,038

 

 

 

3,164,905

 

 

 

1,251,965

 

 

 

23,071,289

 

L. William Krause

 

 

146,753,202

 

 

 

8,031,247

 

 

 

1,250,459

 

 

 

23,071,289

 

Derrick A. Roman

 

 

152,273,024

 

 

 

2,508,310

 

 

 

1,253,574

 

 

 

23,071,289

 

Charles L. Treadway

 

 

152,012,337

 

 

 

2,780,880

 

 

 

1,241,691

 

 

 

23,071,289

 

Claudius E. Watts IV

 

 

151,283,367

 

 

 

3,508,211

 

 

 

1,243,330

 

 

 

23,071,289

 

Timothy T. Yates

 

 

152,046,819

 

 

 

2,735,112

 

 

 

1,252,977

 

 

 

23,071,289

 

 

 

 

 

Votes For

 

 

Votes
Against

 

 

Abstentions

 

 

Broker
Non-Votes

 

(3)

Non-binding, advisory approval of the
compensation of the Company's named
executive officers:

 

 

153,395,110

 

 

 

1,302,118

 

 

 

1,337,680

 

 

 

23,071,289

 

 

 

 

 

Votes For

 

 

Votes
Against

 

 

Abstentions

 

 

Broker
Non-Votes

 

(4)

Approval of additional shares under the
Company’s 2019 Long-Term Incentive Plan:

 

 

148,347,759

 

 

 

6,480,902

 

 

 

1,206,247

 

 

 

23,071,289

 

 

 

 

 

Votes For

 

 

Votes
Against

 

 

Abstentions

 

(5)

Ratification of Independent Registered Public
Accounting Firm for 2022:

 

 

177,485,498

 

 

 

862,236

 

 

 

758,463

 

 

On May 6, 2022, 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 6, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


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 9, 2022

 

 

COMMSCOPE HOLDING COMPANY, INC.

 

 

 

 

 

By:

 /s/ Justin C. Choi

 

 

Justin C. Choi

Senior Vice President,

Chief Legal Officer and Secretary