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 5, 2017

 

 

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36146		27-4332098
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1100 CommScope Place, SE

Hickory, North Carolina 28602

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 324-2200

Not Applicable

(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:

 

☐	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.  ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

CommScope Holding Company, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 5, 2017. The matters that were voted upon at the 2017 Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below, based upon 194,880,386 total shares eligible to vote at the meeting.

At the Meeting, the stockholders elected three Class I directors, each for a term expiring at the Company’s 2020 Annual Meeting of Stockholders, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017. The stockholders also approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for 2016.

 

(1)		Election of Class I Directors:
		Name of Director		Votes For				Votes Against				Abstentions				Broker Non-Votes
		Frank M. Drendel			166,936,349				1,809,410				9,821				5,751,197
		Joanne M. Maguire			168,087,892				659,453				8,235				5,751,197
		Thomas J. Manning			168,531,269				215,676				8,635				5,751,197

 

				Votes For				Votes Against				Abstentions				Broker Non-Votes
(2)		Advisory (non-binding) approval of the compensation of the Company’s named executive officers:			165,336,139				3,316,675				102,766				5,751,197

 

								Votes For				Votes Against				Abstentions
(3)		Ratification of Independent Registered Public Accounting Firm for 2017:							174,124,024				376,335				6,418

On May 5, 2017, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

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Item 9.01.

Financial Statements and Exhibits

 

(d)

EXHIBITS

 

99.1		Press Release of CommScope Holding Company, Inc. dated May 5, 2017.

 

3

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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.

Dated: May 5, 2017

 

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EXHIBIT INDEX

 

Exhibit No.		Item
99.1		Press Release of CommScope Holding Company, Inc. dated May 5, 2017.

Exhibit 99.1

 

CommScope Stockholders Approve Proxy Proposals

HICKORY, NC, May 5, 2017—The stockholders of CommScope Holding Company, Inc., a global leader in infrastructure solutions for communications networks, approved three proxy proposals today at the company’s annual meeting of stockholders.

CommScope stockholders re-elected Frank M. Drendel, Joanne M. Maguire and Thomas J. Manning as Class I directors for terms ending in 2020 and ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2017 fiscal year. In addition, stockholders approved, on an advisory (nonbinding) basis, the compensation of the company’s named executive officers.

—END—

About CommScope:

CommScope (NASDAQ: COMM) helps companies around the world design, build and manage their wired and wireless networks. Our vast portfolio of network infrastructure includes some of the world’s most robust and innovative wireless and fiber optic solutions. Our talented and experienced global team is driven to help customers increase bandwidth; maximize existing capacity; improve network performance and availability; increase energy efficiency; and simplify technology migration. You will find our solutions in the largest buildings, venues and outdoor spaces; in data centers and buildings of all shapes, sizes and complexity; at wireless cell sites; in telecom central offices and cable headends; in FTTx deployments; and in airports, trains, and tunnels. Vital networks around the world run on CommScope solutions.

 

Investor Contact:		News Media Contact:
Jennifer Crawford, CommScope		Rick Aspan, CommScope
+1 828-323-4970		+1 708-236-6568
jennifer.crawford@commscope.com		publicrelations@commscope.com

Source: CommScope