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): June 4, 2015
GTT Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35965 | 20-2096338 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7900 Tysons One Place
Suite 1450
McLean, VA 22102
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 442-5500
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 (See General Instruction A.2. below):
| ¨ | 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. |
At our 2015 Annual Meeting of Stockholders held on June 4, 2015, our stockholders voted on four proposals: (1) election of seven nominees set forth in the 2015 Proxy Statement to the Board of Directors, (2) approval of a non-binding advisory resolution approving the compensation of our named executive officers, (3) to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2015 and (4) approval of our 2015 Stock Option and Incentive Plan. At the close of business on April 20, 2015, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 34,658,742 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 29,205,845 shares of our common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
| 1. | Election of Directors. At the Annual Meeting, each of the persons identified below was re-elected as a director, with the final voting results as specified below. |
| Nominee for Director |
Votes For | Votes Withheld | Broker-Non Votes | |||||||||
| Richard D. Calder, Jr. |
23,529,610 | 8,347 | 5,667,888 | |||||||||
| H. Brian Thompson |
23,312,613 | 225,344 | 5,667,888 | |||||||||
| S. Joseph Bruno |
23,529,610 | 8,347 | 5,667,888 | |||||||||
| Rhodric C. Hackman |
23,157,651 | 380,306 | 5,667,888 | |||||||||
| Howard E. Janzen |
23,284,220 | 253,737 | 5,667,888 | |||||||||
| Morgan E. O’Brien |
23,530,010 | 7,947 | 5,667,888 | |||||||||
| Theodore B. Smith, III |
23,484,359 | 53,598 | 5,667,888 | |||||||||
| 2. | Advisory vote on executive compensation. The stockholders approved on a non-binding advisory basis the compensation of our named executive officers by the votes set forth in the table below. |
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 22,374,464 | 593,133 | 570,359 | 5,667,889 |
| 3. | Ratification of independent registered public accounting firm. The stockholders voted to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2015 by the vote set forth below. |
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 28,858,080 | 10,399 | 337,366 | 0 |
| 4. | Approval of the 2015 Stock Option and Incentive Plan. The stockholders voted to approve the 2015 Stock Option and Incentive Plan by the vote set forth below. |
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 22,290,845 | 917,851 | 329,260 | 5,667,889 |
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SIGNATURE
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 thereunto duly authorized.
| GTT COMMUNICATIONS, INC. | ||||||
| Dated: June 9, 2015 |
By: | /s/ Chris McKee | ||||
| Chris McKee | ||||||
| General Counsel and Secretary | ||||||
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