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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): June 26, 2017

 
GENERAL COMMUNICATION, INC.
 
 
(Exact name of registrant as specified in its charter)
 

 
State of Alaska
 
0-15279
 
92-0072737
 
 
(State or other Jurisdiction of Incorporation or organization)
 
Commission File Number
 
(I.R.S Employer
Identification No.)
 
 
 
2550 Denali Street
 
 
 
 
Suite 1000
 
 
 
 
Anchorage, Alaska
 
99503
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (907) 868-5600
 
 
NONE
 
 
(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 obligations 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))



Section 5 - Corporate Governance and Management
Item 5.07 - Submission of Matters to a Vote of Security Holders.

General Communication, Inc. (the “Company”) held its 2017 annual shareholder meeting on June 26, 2017. The following matters were each submitted to a vote of shareholders through the solicitation of proxies or otherwise:

1.
Election of directors - Three individuals were each elected to a three-year term on our classified board of directors.
2.
Ratification of appointment of accounting firm - Appointment of Grant Thornton LLP by our board's Audit Committee as the Company's independent registered public accounting firm for the year ended December 31, 2017, was ratified.
3.
The approval on a non-binding advisory basis, of the compensation for the Company's Named Executive Officers as described in the proxy statement for 2017.
4.
The approval on a non-binding advisory basis, of the frequency of shareholder advisory votes on compensation of our Named Executive Officers.

The voting results from the Annual Meeting on the election of directors, ratification of appointment of accounting firm, and the non-binding advisory approval of executive compensation are as follows:
Item
 
Votes For
 
Votes Against
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
Election of Directors -
 
 
 
 
 
 
 
 
 
 
Bridget L. Baker
 
50,168,015
 
5,939,118
 
 
42,699
 
4,613,519
Jerry A. Edgerton
 
50,060,605
 
6,037,098
 
 
52,129
 
4,613,519
Mark W. Kroloff
 
50,248,231
 
5,849,502
 
 
52,099
 
4,613,519
Ratification of Accounting Firm
 
60,656,917
 
89,210
 
 
17,224
 
Non-Binding Advisory Approval of Executive Compensation
 
52,010,836
 
4,069,475
 
 
69,521
 

The voting results from the Annual Meeting on the non-binding advisory approval of the frequency of shareholder votes on executive compensation are as follows:
Item
 
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
Non-Binding Recommendation on the Frequency of Shareholder Votes on Executive Compensation
 
14,470,101
 
186,579
 
41,477,797
 
15,355
 

The Company has considered the non-binding shareholder vote regarding the frequency of future non-binding votes on executive compensation and determined that it will hold a non-binding vote on its executive compensation every three years until such time as the shareholders express a preference for a more frequent vote or such vote is no longer required by law or regulation, whichever shall first occur.




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.

 
 
 
GENERAL COMMUNICATION, INC.
 
 
 
(Registrant)
 
 
 
 
Date: June 29, 2017
 
 
 
 
 
 
 
 
 
By
/s/ Peter Pounds
 
 
 
Name: Peter Pounds
 
 
 
Title:  Senior Vice President,
 
 
 
Chief Financial Officer
 
 
 
and Secretary
 
 
 
(Principal Financial Officer)