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| CNSL > SEC Filings for CNSL > Form 8-K on 21-Feb-2013 | All Recent SEC Filings |
21-Feb-2013
Change in Directors or Principal Officers, Regulation
On February 21, 2013, the Company's board of directors elected Thomas A. Gerke, age 56, as a Class II Director of the Company, with a term to expire at the 2013 annual meeting of the Company's stockholders.
As a non-employee director, Mr. Gerke will participate in the Company's director compensation program. As of the date of Mr. Gerke's election, the compensation program is as follows: (1) $25,000 annual cash retainer; and (2) $1,250 for board meetings attended in person and $750 for committee meetings attended in person, with meeting fees halved for each board or board committee meeting attended by means of telephone conference call. The Company also reimburses all non-employee directors for reasonable expenses incurred to attend board or board committee meetings. In addition, Mr. Gerke will be eligible to receive an annual restricted share award pursuant to the Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan. The number of shares will be determined by dividing $45,000 by the 20-day average closing price of the stock as of two trading days before the award date, and all of the restricted shares will vest on the December 5th following the date of the award.
Mr. Gerke has not yet been named as a member of any committee of the board of directors.
On February 21, 2013, the Company issued a press release announcing the election of Mr. Gerke as director.
The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise stated in such filing.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated February 21, 2013
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