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 15, 2020 (May 14, 2020)

 

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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2020. 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 Richard A. Clark, Barbara M. Dondiego-Stewart, Howard J. Haug, Dayton R. Judd, Stephen P. McCall and Brian A. Ross as directors of the Company for a term to expire at the Company’s 2021 Annual Meeting of Stockholders. The results of the voting were as follows:

 

    For   Withheld   Broker Non-Vote
Richard A. Clark   1,943,237   27,835   686,176
Barbara M. Dondiego-Stewart   1,950,013   21,059   686,176
Howard J. Haug   1,948,480   22,592   686,176
Dayton R. Judd   1,901,895   69,177   686,176
Stephen P. McCall   1,859,050   112,022   686,176
Brian A. Ross   1,949,171   21,901   686,176

 

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, 2020. The results of the voting were as follows:

 

For   Against   Abstain   Broker Non-Vote
2,574,203   49,395   33,650   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
1,913,437   56,308   1,327   686,176

  

 

 

 

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 15, 2020    
     
  By:  /s/ Curtis L. Garner, Jr.  
    Name: Curtis L. Garner, Jr.  
    Title: Chief Financial Officer  

  

 

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