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CCOI > SEC Filings for CCOI > Form 8-K on 18-Apr-2013All Recent SEC Filings

Show all filings for COGENT COMMUNICATIONS GROUP INC | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 18, 2013, the Company held its 2013 Annual Meeting of Stockholders at 1015 31st Street NW, Washington, DC 20007. Out of 47,169,722 shares outstanding and authorized to vote at the Annual Meeting as of the record date of February 22, 2013, proxies representing 42,989,093 shares, or 91.1% of outstanding shares, were voted.

Under Proposal 1, the following nominees were elected to the Company's Board of Directors, each to hold office until his successor is elected and qualified, in the amounts noted below:

David Schaeffer: FOR: 38,665,615; WITHHELD: 1,509,164 Steven D. Brooks: FOR: 26,095,526; WITHHELD: 14,079,253 Erel N. Margalit: FOR: 26,151,102; WITHHELD: 14,023,677 Timothy Weingarten: FOR: 26,243,395; WITHHELD: 13,931,384 Richard T. Liebhaber: FOR: 39,615,446; WITHHELD: 559,333 D. Blake Bath: FOR: 39,613,719; WITHHELD: 561,060 Marc Montagner: FOR: 39,403,089; WITHHELD: 771,690

Broker non-votes for Proposal 1 were 2,814,314 shares.

Stockholders approved Proposal 2 at the Annual Meeting of Stockholders, ratifying the appointment of Ernst & Young, LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2013. The vote on to this proposal number 2 was as follows: FOR: 42,174,271; AGAINST:
524,831; ABSTAIN: 289,991.

Stockholders approved Proposal 3, a re-approval of the Company's Amended and Restated 2004 Incentive Award Plan. The vote on proposal number 3 was as follows: FOR: 23,015,300; AGAINST: 17,088,534; ABSTAIN: 59,785. Broker non-votes for Proposal 3 were 2,825,474 shares.

Stockholders did not approve Proposal 4, an advisory vote concerning executive compensation. The vote on proposal number 4 was as follows: FOR: 15,783,636; AGAINST: 23,960,881; ABSTAIN: 424,160. Broker non-votes for Proposal 4 were 2,820,416 shares.

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