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ASCMA > SEC Filings for ASCMA > Form 8-K on 29-May-2013All Recent SEC Filings

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Form 8-K for ASCENT CAPITAL GROUP, INC.


29-May-2013

Submission of Matters to a Vote of Security Holders


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

At the Ascent Capital Group, Inc. (the "Company") annual meeting of stockholders held on May 22, 2013, the following three proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to re-elect Philip J. Holthouse as a member of the board of directors, (2) a proposal to ratify the selection of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2013 and (3) a stockholder proposal relating to the redemption of the preferred share purchase rights issued pursuant to the Company's Rights Agreement, dated September 17, 2008, as amended (the "Rights Plan"). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

Proposal No. 1 - The Election of Directors

Director Nominee Votes For Votes Withheld Broker Non-Votes Philip J. Holthouse 12,810,378 4,904,884 1,745,436

Accordingly, Mr. Holthouse was re-elected to the Company's board of directors.

Proposal No. 2 - The Auditor Ratification Proposal

Votes For Votes Against Abstentions 19,430,459 21,315 8,924

Accordingly, the auditor ratification proposal was approved.

Proposal No. 3 - The Shareholder Proposal

Votes For Votes Against Abstentions Broker Non-Votes 9,271,854 8,418,564 24,844 1,745,436

Accordingly, the shareholder proposal was approved and, as a result of such approval, constitutes a non-binding request that the Board of Directors (the "Board") of the Company redeem the preferred share purchase rights issued pursuant to the Rights Plan. The Board intends to take the results of the vote on the shareholder proposal into consideration at its next regularly scheduled meeting.


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