On June 3, 2013, FairPoint Communications, Inc held its 2013 annual meeting of shareholders. At the 2013 Annual Meeting, shareholders considered and voted upon the following proposals:
1. The election of the eight directors nominated by the board of directors of the Company (the "Board") and named in the table below to serve until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified;
2. The approval, by a non-binding advisory vote, of the Company's named executive officer compensation; and
3. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.
Of the 26,477,258 shares of common stock of the Company outstanding and entitled to vote at the 2013 Annual Meeting, 23,554,692, or approximately 89.0%, were represented at the meeting in person or by proxy, and therefore a quorum was present.
Shareholders elected each of the eight nominees for director to serve on the Board until the Company's next annual meeting of shareholders and until their successors are duly elected and qualified based upon the following votes:
Nominee Votes in Favor Votes Withheld Broker Non-Votes
Dennis J. Austin 17,904,328 79,017 5,571,347
Peter C. Gingold 17,906,343 77,002 5,571,347
Edward D. Horowitz 17,871,216 112,129 5,571,347
Michael J. Mahoney 17,904,078 79,267 5,571,347
Michael K. Robinson 17,906,578 76,767 5,571,347
Paul H. Sunu, CEO 17,913,725 69,620 5,571,347
David L. Treadwell 17,868,688 114,657 5,571,347
Wayne Wilson 17,868,528 114,817 5,571,347
Shareholders approved, by a non-binding advisory vote, the Company's named executive officer compensation based upon the following votes:
Vote in Favor 17,808,787, Votes Against 87,029, Abstentions 87,529, Broker Non-Votes 5,571,347.
Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2013 based upon the following votes:
Vote in Favor 22,822,447, Votes Against 27,196, Abstentions 705,049.
Item 7.01 Regulation FD Disclosure.
On June 4, 2013, the Board, upon the recommendation of its Corporate Governance and Nominating Committee and its Compensation Committee, approved share ownership guidelines for the Company's executive officers and directors to better align the interests of executive officers and directors with those of shareholders by requiring executives and directors to acquire and maintain meaningful equity positions in the Company, which, in turn, promotes the Company's objective of building long-term shareholder value. Under the guidelines, the Company's executive officers are required to own shares of the Company's common stock with a value equal to a specific multiple of such executive officer's base salary as indicated in the table below. Directors are required to own shares with a value equal to at least three times their annual cash retainer.
Position Base Salary Multiple
Chief Executive Officer 4.00X
Executive Vice Presidents 2.25X
Senior Vice Presidents 1.50X
Shares owned by the individual (outright or in trust) and by his or her spouse and children, unvested restricted shares, vested stock options and shares held for the individual's benefit in any pension or 401(k) plans count towards the ownership goal. Directors and executive officers are required to meet these guidelines within five years of the date of adoption of these guidelines or of such individual becoming subject to them. For executive officers, the failure to meet or, in certain circumstances, to show sustained progress toward meeting the goals set forth in the share ownership guidelines could result in a reduction of future long-term incentive equity grants, and/or payment of future annual and/or long-term cash incentive payouts in the form of equity, at the discretion of the Board's Compensation Committee. If a director does not meet the required ownership guidelines within the specified period, he or she may receive all of his or her future Board compensation in equity until the goal is met. The information in Item 7.01 of this Current Report on Form 8-K (this "Current Report") is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.