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): August 13, 2013
 
Otelco Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
1-32362
 
52-2126395
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
505 Third Avenue East, Oneonta, AL 35121
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (205) 625-3574
 
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)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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.
 
Otelco Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) on August 13, 2013. As set forth below, at the Annual Meeting, the holders of the Company’s Class A common stock voted on four proposals.
 
Proposal 1 – Election of Directors
 
At the Annual Meeting, the holders of the Company’s Class A common stock elected Norman C. Frost, Howard J. Haug, Stephen P. McCall, Andrew Meyers, Brian A. Ross, Gary L. Sugarman and Michael D. Weaver as directors of the Company for a term to expire at the Company’s 2014 Annual Meeting of Stockholders. The results of the voting were as follows:
               
   
For
 
Withheld
 
Broker
Non-Vote
Norman C. Frost
   
878,178
 
258,890
 
1,271,408
Howard J. Haug
   
876,628
 
260,440
 
1,271,408
Stephen P. McCall
   
878,309
 
258,759
 
1,271,408
Andrew Meyers
   
877,887
 
259,181
 
1,271,408
Brian A. Ross
   
878,417
 
258,651
 
1,271,408
Gary L. Sugarman
   
876,728
 
260,340
 
1,271,408
Michael D. Weaver
   
877,471
 
259,597
 
1,271,408
 
Proposal 2 – Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm
 
At the Annual Meeting, the holders of the Company’s Class A common stock voted on the ratification of the appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2013. The results of the voting were as follows:
               
For
 
Against
 
Abstain
 
Broker
Non-Vote
 
2,115,720
 
277,595
 
15,161
 
0
 
 
Proposal 3 – Approval of the Otelco Inc. 2013 Stock Incentive Plan
 
At the Annual Meeting, the holders of the Company’s Class A common stock voted on the approval of the Otelco Inc. 2013 Stock Incentive Plan. The results of the voting were as follows:
               
For
 
Against
 
Abstain
 
Broker
Non-Vote
 
820,143
 
303,236
 
13,689
 
1,271,408
 
 
 
 

 

 
Proposal 4 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executives
 
At the Annual Meeting, the holders of the Company’s Class A common stock voted on the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the voting were as follows:
               
For
 
Against
 
Abstain
 
Broker
Non-Vote
 
819,977
 
301,165
 
15,926
 
1,271,408
 
 
 
 

 

 
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.
 
 
OTELCO INC.
 
(Registrant)
Date: August 14, 2013
 
 
 
By:
 
/s/ Curtis L. Garner, Jr.
   
Name: Curtis L. Garner, Jr.
   
Title: Chief Financial Officer