United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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Title of each class |
Trading Symbol(s) |
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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 5.07 Submission of Matters to a Vote of Security Holders
The 2022 annual meeting of stockholders (the “Annual Meeting”) of Uniti Group Inc. (the “Company”) was held virtually on May 26, 2022 at 8:00 a.m. (Eastern time) at www.virtualshareholdermeeting.com/UNIT2022. During the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 14, 2022. The voting results for each of the proposals are as follows.
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1. |
Election of Directors. The six director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following votes: |
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Name |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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Jennifer S. Banner |
167,626,773 |
1,141,979 |
3,651,296 |
28,547,538 |
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Scott G. Bruce |
167,517,624 |
1,224,609 |
3,677,815 |
28,547,538 |
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Francis X. (“Skip”) Frantz |
167,552,986 |
1,210,133 |
3,656,929 |
28,547,538 |
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Kenneth A. Gunderman |
166,614,858 |
2,133,770 |
3,671,420 |
28,547,538 |
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Carmen Perez-Carlton |
167,536,146 |
1,219,343 |
3,664,559 |
28,547,538 |
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David L. Solomon |
167,799,305 |
945,309 |
3,675,434 |
28,547,538 |
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2. |
Advisory Vote to Approve Executive Compensation. The stockholders approved an advisory non-binding resolution approving the compensation of the Company’s named executive officers by the following votes: |
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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162,924,113 |
8,525,213 |
970,722 |
28,547,538 |
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3. |
Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders recommend, on an advisory non-binding basis, that the Company hold future advisory votes on executive compensation every year by the following votes: |
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Every Year |
Every Two Years |
Every Three Years |
Votes Abstained |
Broker Non-Votes |
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168,531,388 |
297,320 |
2,953,368 |
637,972 |
28,547,538 |
Consistent with the stockholders’ advisory vote, the Company’s Board of Directors has determined that the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2028.
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4. |
Ratification of KPMG LLP as the Company’s Independent Registered Public Accountant. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accountant for 2022 by the following votes: |
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Votes For |
Votes Against |
Votes Abstained |
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200,113,656 |
522,495 |
331,435 |
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.
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Date: May 27, 2022 |
UNITI GROUP INC. |
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By: |
/s/ Daniel L. Heard |
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Name: |
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Daniel L. Heard |
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Title: |
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Executive Vice President – General Counsel and Secretary |
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