UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 9, 2024
WideOpenWest, Inc.
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 001-38101 | 46-0552948 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
7887 East Belleview Avenue, Suite 1000
Englewood, CO 80111
(Address of Principal Executive Offices, including Zip Code)
(720) 479-3500
(Registrant’s telephone number, including area code)
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(s) |
Name of each exchange on which registered |
Common Stock | WOW | New York Stock Exchange |
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.
WideOpenWest, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 9, 2024. The matters voted upon were (i) the re-election of three Class I members of the Board of Directors for a three year term, (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2024, (iii) a proposal to approve, by non-binding advisory vote, the Company’s executive compensation, (iv) a proposal to recommend, by non-binding advisory vote, the frequency of future advisory votes on the Company’s executive compensation, and (v) a proposal to approve an amendment to the 2017 Omnibus Plan.
Based on the votes by holders of the Company’s common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The re-election of Teresa Elder, Jeffrey Marcus and Phil Seskin as Class I directors:
DIRECTOR NOMINEES |
VOTES FOR | VOTES AGAINST |
ABSTAIN | BROKER NON-VOTES |
||||
Teresa Elder | 68,114,984 | 1,812,143 | 16,616 | 4,179,330 | ||||
Jeffrey Marcus | 66,905,968 | 3,013,516 | 24,259 | 4,179,330 | ||||
Phil Seskin | 63,237,771 | 6,683,122 | 22,850 | 4,179,330 |
2. The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2024:
VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
||||
73,712,273 | 231,867 | 178,933 | 0 |
3. A proposal to approve, by non-binding advisory vote, the Company’s executive compensation:
VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|||
67,971,304 | 624,145 | 1,330,294 | 4,179,330 |
4. A proposal to recommend, by non-binding advisory vote, the frequency of future advisory votes on the Company’s executive compensation:
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
||||
67,319,373 | 6,297 | 1,290,009 | 1,328,064 | 4,179,330 |
5. A proposal to approve an amendment to the WideOpenWest, Inc. 2017 Omnibus Incentive Plan:
VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|||
65,866,901 | 2,691,929 | 1,384,913 | 4,179,330 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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.
WIDEOPENWEST, INC | ||
Date: May 13, 2024 | By: | /s/ John Rego |
John Rego | ||
Chief Financial Officer |