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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): April 27, 2020



(Exact name of registrant as specified in its charter)


Delaware   000-51446   02-0636095
(State of Incorporation)   (Commission File Number)   (IRS employer identification no.)


121 South 17th Street  
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code: (217) 235-3311


Not Applicable

(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 obligation 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock – $0.01 par value CNSL The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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


At the Annual Meeting of Stockholders (the “Annual Meeting”) of Consolidated Communications Holdings, Inc. (the “Company”) held on April 27, 2020, 60,487,046 shares of common stock, $0.01 par value, or approximately 84.06% of the 71,953,304 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.


Proposal No. 1: Election of Class III Directors. The number of votes cast for each nominee named in the Company’s proxy statement, as well as the number of votes withheld and broker non-votes, were as follows:


Name of Nominee Votes For Withheld Broker Non-Votes
Robert J. Currey 35,116,801 13,598,733 11,771,512
Maribeth S. Rahe 46,536,765 2,178,769 11,771,512
C. Robert Udell, Jr. 46,890,924 1,824,610



Each nominee, having received a plurality of the votes cast, was elected. In addition, the terms of office of the following directors continued after the Annual Meeting: Thomas A. Gerke, Roger H. Moore, Dale E. Parker, Timothy D. Taron and Wayne Wilson.


Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm. With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, the number of votes cast for and against this matter, as well as the number of abstentions, were as follows:


Votes For Votes Against Abstentions
59,260,635 976,548 249,863


There were no broker non-votes as to Proposal No. 2.


Proposal No. 2, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.


Proposal No. 3: Advisory Vote on the Approval of Named Executive Officer Compensation. With respect to the advisory vote to approve the compensation of the Company’s named executive officers described in the Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:


Votes For Votes Against Abstentions Broker Non-Votes
46,234,039 2,159,528 321,967 11,771,512


Proposal No. 3, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted, on an advisory basis.


Item 7.01. Regulation FD Disclosure.


On April 27, 2020, at the Annual Meeting, the Company provided during a webcast of the Annual Meeting a presentation to the participants at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.


The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities 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 or the Exchange Act, except as otherwise stated in such filing.


Item 9.01. Financial Statements and Exhibits.


(d)  Exhibits



99.1 Annual Meeting Presentation dated April 27, 2020






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.


Date: April 29, 2020    
  Consolidated Communications Holdings, Inc.
  By:   /s/ Steven L. Childers

Name: Steven L. Childers

Title: Chief Financial Officer







Exhibit 99.1


Shareholder Meeting April 27, 2020



Board of Directors and Management Board of Directors • Bob Currey, Chairman • Thomas Gerke • Roger Moore • Dale Parker • Maribeth Rahe • Tim Taron • Wayne Wilson • Bob Udell, President and CEO



Business Meeting



Proposals 1. To elect Robert J. Currey, C. Robert Udell, Jr., and Maribeth S. Rahe, as Class III directors to serve for a term of three years, in accordance with our amended and restated certificate of incorporation and amended and restated bylaws 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31 , 2020 3. To conduct an advisory vote on the approval of the compensation of our named executive officers



Safe Harbor The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward - looking information so that investors ca n better understand a company’s future prospects and make informed investment decisions. Certain statements in this communication are forward - looki ng statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward - looking statemen ts reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertaint ies, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward - looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID - 19 ) pandemic on the company’s business, results of operations, cash flows, stock price and employees; economic and financial market conditions ge ner ally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pen sion plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a si gni ficant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the busin ess; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecom mun ications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber - attacks, information or security breaches or techno logy failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights - of - way for the network; disrupt ions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management a nd personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of te lecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pa y network access charges for use of our network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations; and risks associated with discontinuing pay ing dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ mat erially from such forward - looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10 - K and Form 10 - Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward - looking statements necessarily involve assumption s on our part. These forward - looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “inte nd,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward - looking statements involve known and unknown r isks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subs idi aries to be different from those expressed or implied in the forward - looking statements. All forward - looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forw ard - looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of t he SEC, we disclaim any intention or obligation to update or revise publicly any forward - looking statements. You should not place undue reliance on for ward - looking statements.



COVID - 19 Update Company Preparedness and Response Focus on: - health & safety of employees, customers - network r eliability & performance - b usiness continuity plans Help @ Home - student support program - t elecommuting services - home entertainment Help @ Work - c onnectivity and bandwidth upgrades - u nified communications, collaboration - n etwork s ecurity - b usiness continuity



Consolidated Communications Overview Top 10 Fiber Provider in the U.S. • Operations in 23 states • 37,500 fiber route miles • 12,300 on - net buildings • 3,900 fiber connections to wireless providers • Diverse carrier, commercial and consumer customer base



Consolidated Strategic Imperatives Execute on Disciplined Capital Allocation Plan • Pay down debt to achieve 2020 YE leverage target of <4x net debt to Adjusted EBITDA; refinance no later than mid - 2021 • Utilize substantially all free cash flow to delever and strengthen the balance sheet Leverage Fiber Assets Across Three Customer Groups • Top 10 fiber provider in the U.S.; 23 states; 37,500 + fiber route miles • Consumer, Commercial and Carrier growth opportunities • Competitive , next - generation products and services Stabilize EBITDA; Grow Free Cash Flow • Produce stable earnings and cash flow; disciplined investments with the highest return • Strong cash flow from wireless partnerships generated ~$36M distributions in 2019 Strategic Asset Portfolio Review • Continue to evaluate assets for investment or monetization and to ensure all assets have a long - term, strategic fit



CNSL Investment Strengths Consistent and Stable Results Diversified EBITDA and cash flow; transforming the business Successful M&A and integration track record Top 10 Fiber Provider in the U.S. Extensive fiber network across 23 states; 37,500 fiber route miles Expanded Broadband Product Portfolio Competitive IP and cloud services across rural, mid - sized markets Diverse Customer Base Commercial, Carrier and Consumer growth opportunities



Q & A

Apr. 27, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Apr. 27, 2020
Entity File Number 000-51446
Entity Central Index Key 0001304421
Entity Tax Identification Number 02-0636095
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 121 South 17th
Entity Address, Address Line Two Street
Entity Address, City or Town Mattoon
Entity Address, State or Province IL
Entity Address, Postal Zip Code 61938-3987
City Area Code (217)
Local Phone Number 235-3311
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock – $0.01 par value
Trading Symbol CNSL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false