UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 2.02. Results of Operations and Financial Condition.
On February 17, 2022, CommScope Holding Company, Inc. (the “Company”) issued a press release relating to its financial results for the fourth quarter of 2021 and full fiscal year 2021. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1. Following the publication of the press release, the Company will host an earnings call during which its financial results for the fourth quarter of 2021 and full fiscal year 2021 will be discussed.
The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On February 16, 2022, the board of directors (the “Board”) of the Company appointed Mindy Mackenzie to the Board, effective March 1, 2022, to fill the vacancy resulting from the previously disclosed retirement of Daniel F. Akerson, for a term expiring at the Company’s 2022 annual meeting of stockholders. At the Company’s 2022 annual meeting of stockholders, the Company will nominate Ms. Mackenzie for election as a director with a term expiring at the Company’s 2023 annual meeting of stockholders.
Ms. Mackenzie is a director designated by Carlyle Partners VII S1 Holdings, L.P. (“Carlyle”) pursuant to an Investment Agreement, dated as of November 8, 2018, between the Company and Carlyle, as described in the Company’s definitive proxy statement filed with the SEC on March 23, 2021, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36146), filed with the SEC on November 8, 2018.
The Board considered the independence of Ms. Mackenzie and concluded that Ms. Mackenzie is an independent director under the applicable listing standards of NASDAQ and the Company’s corporate governance guidelines.
Ms. Mackenzie will not receive any compensation from the Company in connection with her service as a director. Ms. Mackenzie will also enter into the Company’s standard indemnification agreement, as described in the Company’s definitive proxy statement filed with the SEC on March 23, 2021, and filed as Exhibit 10.22 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-190354), filed with the SEC on September 12, 2013.
There are no transactions between Ms. Mackenzie, on the one hand, and the Company, on the other hand, that would be reportable under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit. |
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Description. |
99.1 |
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CommScope Holding Company, Inc. press release, dated February 17, 2022. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
INDEX OF EXHIBITS
Exhibit. |
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Description. |
99.1 |
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CommScope Holding Company, Inc. press release, dated February 17, 2022. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: February 17, 2022 |
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COMMSCOPE HOLDING COMPANY, INC. |
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By: |
/s/ Kyle D. Lorentzen |
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Name: |
Kyle D. Lorentzen |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
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