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 31, 2016

 

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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-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 2016 Annual Meeting of Stockholders held on May 31, 2016, our stockholders voted on four proposals: (1) election of eight nominees set forth in the 2016 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, 2016 and (4) approval of our 2016 Employee Stock Purchase Plan.  At the close of business on April 15, 2016, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 37,154,181 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting.  The holders of 32,357,868 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.

 

27,312,879

 

12,772

 

5,032,217

 

H. Brian Thompson

 

26,950,372

 

375,279

 

5,032,217

 

S. Joseph Bruno

 

27,313,929

 

11,722

 

5,032,217

 

Rhodric C. Hackman

 

27,199,865

 

125,786

 

5,032,217

 

Howard E. Janzen

 

27,064,329

 

261,322

 

5,032,217

 

Nick Adamo

 

27,313,929

 

11,722

 

5,032,217

 

Theodore B. Smith, III

 

27,313,929

 

11,722

 

5,032,217

 

Elizabeth Satin

 

27,314,329

 

11,322

 

5,032,217

 

 

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

 

27,128,895

 

109,059

 

87,697

 

5,032,217

 

 

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, 2016 by the vote set forth below.

 

Voted For

 

Voted Against

 

Abstain

 

Broker Non-Votes

 

32,346,825

 

10,243

 

 800

 

 0

 

 

4.              Approval of the 2016 Employee Stock Purchase Plan.  The stockholders voted to approve the 2016 Employee Stock Purchase Plan by the vote set forth below.

 

Voted For

 

Voted Against

 

Abstain

 

Broker Non-Votes

 

27,197,459

 

120,837

 

 7,355

 

 5,032,317

 

 

2



 

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 2, 2016

By:

/s/ Chris McKee

 

 

Chris McKee

 

 

General Counsel and Secretary

 

3