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 18, 2012
CABLEVISION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | No. 1-14764 | No. 11-3415180 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
CSC HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | No. 1-9046 | No. 27-0726696 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 1111 Stewart Avenue Bethpage, New York |
11714 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (516) 803-2300
N/A
(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. |
On May 18, 2012, Cablevision held its Annual Meeting of Stockholders at which (i) the holders of Cablevision NY Group Class A common stock (“Class A stockholders”) voted upon the election of Zachary W. Carter, Thomas V. Reifenheiser, John R. Ryan, Vincent Tese and Leonard Tow to Cablevision’s Board of Directors (“Board”) for one-year terms, (ii) the holders of Cablevision NY Group Class B common stock (“Class B stockholders”) voted upon the election of Rand V. Araskog, Edward C. Atwood, Frank J. Biondi, Charles F. Dolan, James L. Dolan, Kathleen M. Dolan, Kristin A. Dolan, Patrick F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Brian G. Sweeney and Marianne Dolan Weber to the Board for one-year terms and (iii) the Class A stockholders and the Class B stockholders, voting together as a single class, voted upon the ratification of the appointment of KPMG LLP as Cablevision’s independent registered public accounting firm for the 2012 fiscal year.
The Class A stockholders elected all five director nominees on which they voted, the Class B stockholders elected all twelve director nominees on which they voted, and the Class A stockholders and Class B stockholders approved the ratification of the appointment of KPMG LLP as Cablevision’s independent registered public accounting firm for the 2012 fiscal year. The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with Cablevision’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have ten votes per share with respect to matters on which both classes of shares vote together as a single class. Accordingly, the vote counts for the stockholders vote on the ratification of the appointment of our independent registered accounting firm for the 2012 fiscal year reflect ten votes with respect to each share of Cablevision NY Group Class B common stock.
| For | Withheld | Broker Non-Votes |
||||||||||
| Election of Directors by Class A stockholders: |
||||||||||||
| Zachary W. Carter |
157,878,669 | 5,742,038 | 22,103,469 | |||||||||
| Thomas V. Reifenheiser |
75,709,668 | 87,911,039 | 22,103,469 | |||||||||
| John R. Ryan |
75,714,210 | 87,906,497 | 22,103,469 | |||||||||
| Vincent Tese |
74,250,424 | 89,370,283 | 22,103,469 | |||||||||
| Leonard Tow |
157,915,794 | 5,704,913 | 22,103,469 | |||||||||
| Election of Directors by Class B stockholders: | ||||||||||||
| Rand V. Araskog |
For: | 54,137,673 | ||||||||||
| Edward C. Atwood |
Withheld: | 0 | ||||||||||
| Frank J. Biondi |
||||||||||||
| Charles F. Dolan |
||||||||||||
| James L. Dolan |
||||||||||||
| Kathleen M. Dolan |
||||||||||||
| Kristin A. Dolan |
||||||||||||
| Patrick F. Dolan |
||||||||||||
| Thomas C. Dolan |
||||||||||||
| Deborah Dolan-Sweeney |
||||||||||||
| Brian G. Sweeney |
||||||||||||
| Marianne Dolan-Weber |
||||||||||||
Each of the above nominees for election by the Class B stockholders received the same vote as indicated above.
| Ratification of Appointment of KPMG LLP: |
For: | 724,786,106 | ||||||
| Against: | 1,311,711 | |||||||
| Abstain: | 1,003,089 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on each of their behalf by the undersigned hereunto duly authorized.
| CABLEVISION SYSTEMS CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Victoria D. Salhus | |
| Name: Victoria D. Salhus | ||
| Title: Senior Vice President, Deputy General Counsel and Secretary | ||
| CSC HOLDINGS, LLC | ||
| (Registrant) | ||
| By: | /s/ Victoria D. Salhus | |
| Name: Victoria D. Salhus | ||
| Title: Senior Vice President, Deputy General Counsel and Secretary | ||
Dated: May 21, 2012
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