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 12, 2011
Frontier Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-11001
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06-0619596
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(Commission File Number)
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(IRS Employer Identification No.)
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3 High Ridge Park, Stamford, Connecticut
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06905
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(Address of principal executive offices)
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(Zip Code)
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(203) 614-5600
(Registrant’s telephone number, including area code)
_________________
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Frontier Communications Corporation held its 2011 Annual Meeting of the Stockholders on May 12, 2011 (the “Meeting”). The number of shares of common stock present at the Meeting was 790,732,374 or 79.5% of the shares of common stock outstanding on March 16, 2011, the record date for the Meeting. At the Meeting, the following items were submitted to a vote of stockholders.
(1) Election of directors. All nominees were elected pursuant to the following votes:
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Number of Votes*
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Director
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FOR
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WITHHELD
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Leroy T. Barnes, Jr.
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477,701,510
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14,158,737
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Peter C.B. Bynoe
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477,348,936
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14,511,311
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Jeri B. Finard
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477,418,898
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14,441,349
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Edward Fraioli
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484,477,950
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7,382,297
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James S. Kahan
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483,998,661
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7,861,586
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Pamela D.A. Reeve
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484,146,121
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7,714,126
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Howard L. Schrott
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477,679,055
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14,181,192
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Larraine D. Segil
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477,238,237
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14,622,010
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Mark Shapiro
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483,695,439
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8,164,808
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Myron A. Wick III
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476,948,586
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14,911,661
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Mary Agnes Wilderotter
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465,644,064
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26,216,183
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__________
* Does not include 298,872,127 broker non-votes.
(2) Advisory proposal on executive compensation. The matter was approved with the following vote:
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Number of votes FOR
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458,251,767
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Number of votes AGAINST
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28,651,818
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Number of votes ABSTAINING
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4,956,662
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Number of BROKER NON-VOTES
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298,872,127
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(3) Advisory proposal regarding the frequency of executive compensation proposal. The matter was approved with the following vote:
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Number of votes for ONE YEAR
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413,643,108
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Number of votes for TWO YEARS
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15,415,694
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Number of votes for THREE YEARS
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57,907,230
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Number of votes ABSTAINING
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4,894,215
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Number of BROKER NON-VOTES
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298,872,127
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Based on these results, and consistent with the Board of Directors’ recommendation in the proxy statement, the Board has determined to hold an advisory vote on executive compensation annually.
(4) Stockholder proposal regarding an independent chairman. The matter was defeated with the following vote:
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Number of votes FOR
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105,021,185
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Number of votes AGAINST
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379,018,969
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Number of votes ABSTAINING
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7,820,093
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Number of BROKER NON-VOTES
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298,872,127
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(5) Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2011. The matter was approved with the following vote:
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Number of votes FOR
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767,658,879
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Number of votes AGAINST
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18,462,042
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Number of votes ABSTAINING
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4,611,453
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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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FRONTIER COMMUNICATIONS CORPORATION
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Date: May 16, 2011
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By:/s/ David R. Whitehouse
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David R. Whitehouse
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Senior Vice President and Treasurer
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