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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