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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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).
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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 11, 2023. 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 209,747,100 shares of common stock, and 1,100,310 shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 40,011,232 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 nine 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 2024 Annual Meeting of Stockholders or until their successors are elected and qualified to serve: |
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Name of Director |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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Mindy Mackenzie |
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40,011,232 |
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- |
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- |
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- |
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Patrick R. McCarter |
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40,011,232 |
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- |
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- |
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- |
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(2) |
The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class to elect nine directors for terms ending at the Company’s 2024 Annual Meeting of Stockholders or until their successors are elected and qualified to serve: |
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Name of Director |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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Mary S. Chan |
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195,141,113 |
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2,862,652 |
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1,275,687 |
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24,379,310 |
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Stephen C. Gray |
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194,716,252 |
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3,303,576 |
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1,259,624 |
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24,379,310 |
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L. William Krause |
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194,478,334 |
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3,541,624 |
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1,259,494 |
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24,379,310 |
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Joanne M. Maguire |
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186,240,016 |
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11,784,101 |
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1,255,335 |
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24,379,310 |
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Thomas J. Manning |
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195,468,421 |
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2,536,185 |
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1,274,846 |
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24,379,310 |
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Derrick A. Roman |
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195,673,239 |
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2,328,164 |
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1,278,049 |
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24,379,310 |
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Charles L. Treadway |
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195,516,924 |
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2,509,645 |
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1,252,883 |
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24,379,310 |
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Claudius E. Watts IV |
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195,012,846 |
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3,007,082 |
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1,259,526 |
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24,379,310 |
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Timothy T. Yates |
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195,491,935 |
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2,509,416 |
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1,278,101 |
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24,379,310 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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(3) |
Non-binding, advisory approval of the compensation of the Company’s named executive officers: |
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194,268,956 |
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3,692,517 |
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1,317,981 |
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24,379,310 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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(4) |
Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan: |
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187,453,957 |
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10,532,336 |
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1,293,161 |
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24,379,310 |
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Votes For |
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Votes |
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Abstentions |
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(5) |
Ratification of Independent Registered Public |
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222,801,111 |
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702,835 |
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154,816 |
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On May 11, 2023, 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 11, 2023.
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 12, 2023
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COMMSCOPE HOLDING COMPANY, INC. |
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By: |
/s/ Justin C. Choi |
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Justin C. Choi Senior Vice President, Chief Legal Officer and Secretary |
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