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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 9, 2020, Otelco Inc. (the “Company”) held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the Definitive Proxy Statement, dated September 9, 2020, which was
first mailed to the Company’s stockholders on September 9, 2020.
As of the close of business on September 8, 2020, the record date for the Special Meeting, there were 3,421,794 shares of Class A common stock, par value $0.01 per share, of the Company (“common shares”) issued and outstanding and
entitled to vote at the Special Meeting. Approximately 70.69% of all of the issued and outstanding common shares entitled to vote were represented in person virtually or by proxy at the Special Meeting. Each of the three proposals was approved by
the requisite vote of the Company’s stockholders. The tables below detail the voting results for each proposal:
1. Proposal to adopt the Agreement and Plan of Merger, dated as of July 26, 2020 (as may be amended from time to time, the ‘‘Merger Agreement’’), by and among the Company, Future Fiber FinCo, Inc. and Olympus Merger Sub, Inc. Set forth
below are the voting results for this proposal.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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13,111
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1,198
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NA
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The proposal to adopt the Merger Agreement received the affirmative vote of approximately 70.28% of the outstanding common shares.
2. Proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement (the ‘‘Compensation Proposal’’). Set forth below are the voting results for this proposal.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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2,358,730
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52,576
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7,877
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NA
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The Compensation Proposal received the affirmative vote of approximately 97.50% of common shares represented at the Special Meeting and entitled to vote thereon.
3. Proposal to approve any adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the Special Meeting (the ‘‘Adjournment Proposal’’). Set forth below are the
voting results for this proposal.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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2,393,519
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24,114
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1,550
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NA
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The Adjournment Proposal received the affirmative vote of approximately 98.94% of common shares represented at the Special Meeting and entitled to vote thereon.
