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):  May 25, 2011

 

SureWest Communications

(Exact name of registrant as specified in its charter)

 

California

 

000-29660

 

68-0365195

(State or other jurisdiction
of incorporation)

 

(Commission

File Number)

 

(IRS Employer
Identification No.)

 

8150 Industrial Avenue, Roseville, California

 

95678

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (916) 772-2000

 

 

(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))

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareholders of SureWest Communications was held on May 25, 2011.  Shareholders representing 11,067,120 shares, or 78.5%, of the common shares outstanding as of the March 28, 2011 record date were present in person or represented at the meeting by proxy.

 

The four matters voted upon at the meeting, are set forth below:

 

(a)            Election of Board of Directors;

 

The seven nominees to serve as directors, which constituted the entire Board of Directors as of the meeting date, were all reelected to serve as directors by the following votes:

 

 

 

Votes

 

Broker Non-Votes

 

Director

 

For

 

Withheld

 

and Abstentions

 

Kirk C. Doyle

 

7,814,921

 

432,418

 

2,819,781

 

Guy R. Gibson

 

7,753,326

 

494,013

 

2,819,781

 

Robert D. Kittredge

 

7,790,362

 

456,977

 

2,819,781

 

Steven C. Oldham

 

7,686,063

 

561,276

 

2,819,781

 

John R. Roberts III

 

7,754,362

 

492,977

 

2,819,781

 

Timothy D. Taron

 

7,788,495

 

458,844

 

2,819,781

 

Roger J. Valine

 

7,754,922

 

492,417

 

2,819,781

 

 

(b)           The ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm for 2011:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-
Votes

 

10,772,321

 

151,781

 

143,018

 

N/A

 

 

(c)            The votes cast to approve the advisory vote on executive compensation are as set forth below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-
Votes

 

7,170,265

 

635,395

 

441,679

 

2,819,781

 

 

(d)           The votes cast for the advisory vote on the frequency of future advisory votes on executive compensation are as set forth below:

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-
Votes

 

4,001,407

 

3,226,969

 

527,832

 

491,131

 

2,819,781

 

 

In light of the shareholder advisory vote on the frequency of shareholder vote on executive compensation, the Board of Directors has determined that we will hold an advisory vote on executive compensation annually. Our Compensation Committee will reevaluate this determination after the next shareholder vote on the frequency of the advisory vote on executive compensation.

 

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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.

 

 

SUREWEST COMMUNICATIONS

 

 

 

(Registrant)

 

 

 

By:

/s/ Dan T. Bessey

 

 

Dan T. Bessey

 

 

Vice President and Chief Financial Officer

 

Date:  May 27, 2011

 

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