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 2, 2014

 

 

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))

 

 

 

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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 2, 2014. The matters that were voted upon at the 2014 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.

At the Meeting, the stockholders elected three Class I directors, each for a term expiring at the Company’s 2017 Annual Meeting of Stockholders, and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. In addition, stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for 2013, and recommended holding stockholder advisory votes on executive compensation every year.

 

(1)

Election of Class I Directors:

 

Name of Director		Votes For				Votes Withheld				Broker Non-Votes
Frank M. Drendel			167,085,169				15,376,423				1,020,059
Marco De Benedetti			167,048,638				15,412,954				1,020,059
Peter J. Clare			167,047,438				15,414,154				1,020,059

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
(2)    Advisory (non-binding) approval of the compensation of the Company’s named executive officers:			167,102,278				15,355,073				4,241				1,020,059

 

		1 Year				2 Years				3 Years				Abstentions				Broker Non-Votes
(3)    Advisory (non-binding) vote on the frequency of holding stockholder advisory votes on executive compensation:			178,331,434				4,450				4,102,114				23,594				1,020,059

 

		Votes For				Votes Against				Abstentions
(4)    Ratification of Independent Registered Public Accounting Firm for 2014:			183,375,857				103,378				2,416

On May 2, 2014, 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.

 

Item 9.01.

Exhibits

(d) EXHIBITS

99.1 Press Release of CommScope Holding Company, Inc. dated May 2, 2014.

 

2

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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 2, 2014

 

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EXHIBIT INDEX

 

Exhibit No.		Item
99.1		Press Release of CommScope Holding Company, Inc. dated May 2, 2014.

Exhibit 99.1

 

CommScope Stockholders Approve Proxy Proposals

HICKORY, NC, May 2, 2014— Stockholders of CommScope Holding Company, Inc. (NASDAQ: COMM), a global provider of connectivity and essential infrastructure solutions for wireless, business enterprise and residential broadband networks, approved four proxy proposals today at the company’s annual stockholders meeting in New York City.

CommScope stockholders re-elected Frank M. Drendel, Marco De Benedetti and Peter J. Clare as Class I directors for terms ending in 2017 and ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2014 fiscal year. In addition, stockholders approved, on an advisory (non-binding) basis, the compensation of CommScope’s named executive officers, and approximately 98% of the votes cast recommended holding stockholder advisory votes on executive compensation every year. In accordance with this recommendation, the Board of Directors decided that CommScope will hold an advisory “say-on-pay” vote every year.

About CommScope

CommScope (www.commscope.com) has played a role in virtually all the world’s best communication networks. We create the infrastructure that connects people and technologies through every evolution. Our portfolio of end-to-end solutions includes critical infrastructure our customers need to build high-performing wired and wireless networks. As much as technology changes, our goal remains the same: to help our customers create, innovate, design, and build faster and better. We’ll never stop connecting and evolving networks for the business of life at home, at work, and on the go.

 

Investor Contacts: Mark Huegerich, CommScope +1 828-431-2540   Phil Armstrong, CommScope +1 828-323-4848   Source: CommScope		News Media Contact: Rick Aspan, CommScope +1 708-236-6568 publicrelations@commscope.com