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): May 9, 2019

 

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

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock ($0.01 par value per share)   OTEL   The Nasdaq Stock Market LLC

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

  

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

  

Otelco Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 9, 2019. As set forth below, at the Annual Meeting, the holders of the Company’s Class A Common Stock voted on three proposals.

 

Proposal 1 – Election of Directors

 

At the Annual Meeting, the holders of the Company’s Class A Common Stock elected Barbara M. Dondiego-Stewart, Norman C. Frost, Howard J. Haug, Dayton R. Judd, Stephen P. McCall, Brian A. Ross, Robert J. Souza and Gary L. Sugarman as directors of the Company for a term to expire at the Company’s 2020 Annual Meeting of Stockholders. The results of the voting were as follows:

 

    For   Withheld   Broker Non-Vote
Barbara M. Dondiego-Stewart   1,754,033   64,065   827,084
Norman C. Frost   1,782,659   35,439   827,084
Howard J. Haug   1,754,179   63,919   827,084
Dayton R. Judd   1,745,576   72,522   827,084
Stephen P. McCall   1,782,669   35,429   827,084
Brian A. Ross   1,782,749   35,349   827,084
Robert J. Souza   1,782,649   35,449   827,084
Gary L. Sugarman   1,773,576   44,522   827,084

  

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 ratified the appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019. The results of the voting were as follows:

 

For   Against   Abstain   Broker Non-Vote
2,619,098   20,577   5,507   0

 

Proposal 3 – 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
1,768,616   44,829   4,653   827,084

 

  

 

 

 

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: May 9, 2019    
     
  By: /s/ Curtis L. Garner, Jr.  
    Name: Curtis L. Garner, Jr.  
    Title: Chief Financial Officer  

 

 

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