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): April 25, 2012

 

 

Warwick Valley Telephone Company

(Exact name of registrant as specified in its charter)

 

0-11174 14-1160510
(Commission File No.) (I.R.S. Employer Identification No.)

 

New York

(State or other jurisdiction of incorporation or organization)

 

47 Main Street

Warwick, New York 10990

(845) 986-8080

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

 

¨ Written communication 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.

 

Warwick Valley Telephone Company (the “Company”) announced today the final certified results of the votes at its 2012 Annual Meeting of Shareholders, held Wednesday, April 25, 2012. The following directors were elected for one year terms: Jeffrey D. Alario, Duane W. Albro, Douglas B. Benedict, Kelly C. Bloss, David J. Cuthbert, Robert J. DeValentino and Douglas J. Mello. The Company’s shareholders also ratified the selection of WithumSmith+Brown, P.C. as the Company’s independent accountants for the year ending December 31, 2012.

 

Matters voted on at the meeting and the results of each vote are as follows:

 

 

 

  Votes For Votes
Against
Abstain Broker
Non-Votes
               
Proposal I To fix the number of directors at seven until the next annual meeting of shareholders. 4,652,569   86,920   10,179 0
    Votes For Authority
Withheld
  Broker
Non-Votes
Proposal II Election of directors:            
  Jeffrey D. Alario 3,049,679   73,743     1,626,246
  Duane W. Albro 3,050,988   72,434     1,626,246
  Douglas B. Benedict 3,050,579   72,843     1,626,246
  Kelly C. Bloss 2,989,557   133,865     1,626,246
  David J. Cuthbert 3,048,186   75,236     1,626,246
  Robert J. DeValentino 3,051,306   72,116     1,626,246
  Douglas J. Mello 2,979,735   143,687     1,626,246
               

 

 

             
    Votes For Votes
Against
Abstain Broker
Non-Votes
               
Proposal III

To approve, on an advisory basis, the compensation of our named executive officers.

2,603,975   317,095   202,352 1,626,246
    Votes For Votes
Against
Abstain Broker
Non-Votes
               
Proposal IV To ratify the selection of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2012. 4,658,754   81,079   9,835 0

 

 
 

 

At the Company’s Annual Organizational Meeting, held on the day of the Annual Meeting, the Board of Directors elected the following persons to the positions set forth opposite their names:


Robert J. DeValentino Chairman of the Board
Jeffrey D. Alario Vice Chairman of the Board
Duane W. Albro President and Chief Executive Officer
David J. Cuthbert Executive Vice President and Chief Operating Officer
Ralph Martucci, Jr. Executive Vice President, Chief Financial Officer and Treasurer
Patrick W. Welsh III Corporate Secretary
Joanne M. Joosten Assistant Corporate Secretary

 

 

Also, at the Company’s Annual Organizational Meeting, the following committee assignments were approved:

 

Governance & Nominating Committee Kelly C. Bloss, Chair
  Robert J. DeValentino
  Douglas J. Mello
   
Audit Committee Jeffrey D. Alario-Chair
  Douglas B. Benedict
  Robert J. DeValentino
   
Compensation Committee Douglas B. Benedict-Chair
  Kelly C. Bloss
  Douglas J. Mello

 

 
 

 

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.

 

 

  WARWICK VALLEY TELEPHONE COMPANY
  (Registrant)
   
   
Date: May 1, 2012 By:  /s/ Duane W. Albro
    Name: Duane W. Albro
Title: President & CEO