bodvotingresults.htm
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 12, 2011

Frontier Communications Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-11001
06-0619596
(Commission File Number)
(IRS Employer Identification No.)
   
3 High Ridge Park, Stamford, Connecticut
06905
(Address of principal executive offices)
(Zip Code)

(203) 614-5600
(Registrant’s telephone number, including area code)

_________________
(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 (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 
 
 

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
Frontier Communications Corporation held its 2011 Annual Meeting of the Stockholders on May 12, 2011 (the “Meeting”).  The number of shares of common stock present at the Meeting was 790,732,374 or 79.5% of the shares of common stock outstanding on March 16, 2011, the record date for the Meeting.  At the Meeting, the following items were submitted to a vote of stockholders.
 
(1)           Election of directors.  All nominees were elected pursuant to the following votes:
 
 
          Number of Votes*
Director
FOR
WITHHELD
Leroy T. Barnes, Jr.
477,701,510
14,158,737
Peter C.B. Bynoe
477,348,936
14,511,311
Jeri B. Finard
477,418,898
14,441,349
Edward Fraioli
484,477,950
7,382,297
James S. Kahan
483,998,661
7,861,586
Pamela D.A. Reeve
484,146,121
7,714,126
Howard L. Schrott
477,679,055
14,181,192
Larraine D. Segil
477,238,237
14,622,010
Mark Shapiro
483,695,439
8,164,808
Myron A. Wick III
476,948,586
14,911,661
Mary Agnes Wilderotter
465,644,064
26,216,183
__________
*  Does not include 298,872,127 broker non-votes.

(2)           Advisory proposal on executive compensation.  The matter was approved with the following vote:
 
                   Number of votes FOR
458,251,767
                   Number of votes AGAINST
  28,651,818
                   Number of votes ABSTAINING
    4,956,662
                   Number of BROKER NON-VOTES
298,872,127

 
(3)           Advisory proposal regarding the frequency of executive compensation proposal.  The matter was approved with the following vote:
 
                   Number of votes for ONE YEAR
413,643,108
                   Number of votes for TWO YEARS
  15,415,694
                   Number of votes for THREE YEARS
  57,907,230
                   Number of votes ABSTAINING
    4,894,215
                   Number of BROKER NON-VOTES
298,872,127

 
Based on these results, and consistent with the Board of Directors’ recommendation in the proxy statement, the Board has determined to hold an advisory vote on executive compensation annually.
 

 
 
 

(4)           Stockholder proposal regarding an independent chairman.  The matter was defeated with the following vote:
 
                   Number of votes FOR
105,021,185
                   Number of votes AGAINST
379,018,969
                   Number of votes ABSTAINING
    7,820,093
                   Number of BROKER NON-VOTES
298,872,127


 (5)           Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2011.  The matter was approved with the following vote:
 
                   Number of votes FOR
767,658,879
                   Number of votes AGAINST
  18,462,042
                   Number of votes ABSTAINING
    4,611,453

 
 
 

 

 
 
 

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.
 


 
FRONTIER COMMUNICATIONS CORPORATION
   
Date:  May 16, 2011
By:/s/ David R. Whitehouse
 
David R. Whitehouse
 
Senior Vice President and Treasurer