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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): October 16, 2025

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.)

3642 E. US Highway 70

Claremont, North Carolina 28610

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 459-5000

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 (see General Instruction A.2. below):

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.

On October 16, 2025, CommScope Holding Company, Inc., a Delaware corporation (the “Company”), issued a press release announcing that at a special meeting of stockholders of the Company held on October 16, 2025, its stockholders approved the proposal (the “CCS Sale Proposal”) to adopt the Purchase Agreement, dated as of August 3, 2025, by and between Amphenol Corporation and the Company, and approve the transactions contemplated thereby, including the sale of the Company’s Connectivity and Cable Solutions segment to Amphenol Corporation (the “CCS Sale Transaction”). The stockholders of the Company also approved the proposal to approve, on an advisory, non-binding basis, certain compensation that has, will or may be paid or become payable to the Company’s named executive officers in connection with the CCS Sale Transaction (the “Advisory Compensation Proposal”). The stockholders of the Company also voted to approve the proposal to adjourn or postpone the special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the CCS Sale Proposal (the “Adjournment Proposal”). However, given the outcome of the vote on the CCS Sale Proposal, it was not necessary to adjourn or postpone the special meeting to a later date.

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 three proposals at the special meeting. The final voting results for each proposal are set forth below:

Votes For

Votes
Against

Abstentions

Broker
Non-Votes

(1)

Approval of the CCS Sale Proposal

187,133,839

56,279

298,695

-

Votes For

Votes
Against

Abstentions

Broker
Non-Votes

(2)

Approval of the Advisory Compensation Proposal

176,597,498

8,384,588

2,506,727

-

Votes For

Votes
Against

Abstentions

Broker
Non-Votes

(3)

Approval of the Adjournment Proposal

180,676,340

6,402,066

410,407

-

A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company 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 October 16, 2025.

104 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.

CommScope Holding Company, Inc.

Date: October 16, 2025

By:

/s/ Krista R. Bowen

Name:

Krista R. Bowen

Title:

Senior Vice President,

Chief Legal Officer and Secretary

 

 


EX-99.1 2 comm-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img234772185_0.jpg

 

 

 

CommScope Stockholders Approve CCS Sale

CLAREMONT, NC, October 16, 2025—CommScope Holding Company, Inc. (NASDAQ: COMM) (the “Company”), a global leader in network connectivity solutions, today announced that the holders of 70% of the Company’s outstanding stock as of the September 8, 2025 record date (with the Company’s common stock and Series A Preferred Stock (on an as converted basis) voting together as a single class) have voted to approve the proposed sale of the Company’s Connectivity and Cable Solutions (CCS) business to Amphenol Corporation (NYSE: APH) at a special meeting of stockholders held today. The proposed sale required that the holders of a majority of the outstanding stock of the Company (with shares of common stock and Series A Preferred Stock (on an as-converted to common stock basis) voting together as a single class) vote to approve the transaction.

 

—END—

About CommScope:

CommScope (NASDAQ: COMM) is pushing the boundaries of technology to create the world’s most advanced wired and wireless networks. Our global team of employees, innovators and technologists empower customers to anticipate what’s next and invent what’s possible. Discover more at www.commscope.com.

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Forward Looking Statements

This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events, including statements regarding the expected net proceeds of the transaction and the anticipated closing of the transaction. Forward-looking statements are not a guarantee of future outcomes and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement and the inability to complete the proposed transaction due to the failure to satisfy closing conditions. For a more detailed description of the factors that could cause such a difference, please see CommScope’s filings with the Securities and Exchange Commission, including its definitive proxy statement related to the transaction filed on September 16, 2025 and under the caption “Risk Factors” in its annual report on Form 10-K and quarterly reports on Form 10-Q. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made.

Investor Contact:
Massimo Disabato, CommScope
 

 


 

 

 

img234772185_1.jpg

 

+1 630-281-3413
Massimo.Disabato@commscope.com 

News Media Contact:
publicrelations@commscope.com 

 

Source: CommScope