atus-20200610
false000170278000017027802020-06-102020-06-10


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 12, 2020 (June 10, 2020)
atus-20200610_g1.jpg
Altice USA, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
001-3812638-3980194
(Commission File Number)(IRS Employer Identification Number)
1 Court Square West
Long Island City,New York11101
(Address of principal executive offices)(Zip Code)

(516) 803-2300
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value atus-20200610_g1.jpg
Altice USA, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
001-3812638-3980194
(Commission File Number)(IRS Employer Identification Number)
1 Court Square West
Long Island City,New York11101
(Address of principal executive offices)(Zip Code)

(516) 803-2300
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value 00017027802020-06-102020-06-10


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 12, 2020 (June 10, 2020)
atus-20200610_g1.jpg
Altice USA, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
001-3812638-3980194
(Commission File Number)(IRS Employer Identification Number)
1 Court Square West
Long Island City,New York11101
(Address of principal executive offices)(Zip Code)

(516) 803-2300
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value atus-20200610_g1.jpg
Altice USA, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Incorporation)
001-3812638-3980194
(Commission File Number)(IRS Employer Identification Number)
1 Court Square West
Long Island City,New York11101
(Address of principal executive offices)(Zip Code)

(516) 803-2300
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $0.01 per share ATUSNew York Stock Exchange






Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on June 10, 2020, the stockholders of Altice USA, Inc. (the “Company”) approved an amendment and restatement to the Altice USA 2017 Long Term Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 35,000,000 and makes other changes. A detailed description of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2020. A complete copy of the Plan is filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 10, 2020 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2020, the Company held its 2020 Annual Meeting of Stockholders ("Annual Meeting") at which the Class A and Class B stockholders voted together as a single class upon: (i) the election of Patrick Drahi, Gerrit Jan Bakker, Manon Brouillette, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Charles Stewart and Raymond Svider to the Company’s Board of Directors for one-year terms; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year; and (iii) the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The Class A and Class B stockholders elected all nine director nominees on which they voted, approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, and approved the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.
No other matters were considered and voted on by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors
ForAgainstAbstainBroker Non-Votes
Patrick Drahi4,817,084,526100,231,650183,99416,955,900
Gerrit Jan Bakker4,825,246,45492,180,14173,57516,955,900
Manon Brouillette4,829,252,59388,174,86572,71216,955,900
David Drahi4,804,846,854112,581,22472,09216,955,900
Dexter Goei4,833,031,32284,418,97349,87516,955,900
Mark Mullen4,819,610,72797,816,71372,73016,955,900
Dennis Okhuijsen4,824,896,39392,538,80164,97616,955,900
Charles Stewart4,825,090,34692,359,31150,51316,955,900
Raymond Svider4,749,774,177167,653,47172,52216,955,900

Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
For:
4,934,160,623
Against:
145,663
Abstain:
149,784

Proposal 3: Amendment and Restatement to the 2017 Long Term Incentive Plan
For:
4,905,052,237
Against:
12,389,331
Abstain:
58,602
Broker Non-Votes:
16,955,900






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.


ALTICE USA, INC.
Dated: June 12, 2020By:/s/ Michael E. Olsen
Michael E. Olsen
Executive Vice President, General Counsel and Secretary

ATUSNew York Stock Exchange






Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on June 10, 2020, the stockholders of Altice USA, Inc. (the “Company”) approved an amendment and restatement to the Altice USA 2017 Long Term Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 35,000,000 and makes other changes. A detailed description of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2020. A complete copy of the Plan is filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 10, 2020 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2020, the Company held its 2020 Annual Meeting of Stockholders ("Annual Meeting") at which the Class A and Class B stockholders voted together as a single class upon: (i) the election of Patrick Drahi, Gerrit Jan Bakker, Manon Brouillette, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Charles Stewart and Raymond Svider to the Company’s Board of Directors for one-year terms; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year; and (iii) the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The Class A and Class B stockholders elected all nine director nominees on which they voted, approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, and approved the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.
No other matters were considered and voted on by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors
ForAgainstAbstainBroker Non-Votes
Patrick Drahi4,817,084,526100,231,650183,99416,955,900
Gerrit Jan Bakker4,825,246,45492,180,14173,57516,955,900
Manon Brouillette4,829,252,59388,174,86572,71216,955,900
David Drahi4,804,846,854112,581,22472,09216,955,900
Dexter Goei4,833,031,32284,418,97349,87516,955,900
Mark Mullen4,819,610,72797,816,71372,73016,955,900
Dennis Okhuijsen4,824,896,39392,538,80164,97616,955,900
Charles Stewart4,825,090,34692,359,31150,51316,955,900
Raymond Svider4,749,774,177167,653,47172,52216,955,900

Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
For:
4,934,160,623
Against:
145,663
Abstain:
149,784

Proposal 3: Amendment and Restatement to the 2017 Long Term Incentive Plan
For:
4,905,052,237
Against:
12,389,331
Abstain:
58,602
Broker Non-Votes:
16,955,900






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.


ALTICE USA, INC.
Dated: June 12, 2020By:/s/ Michael E. Olsen
Michael E. Olsen
Executive Vice President, General Counsel and Secretary

ATUSNew York Stock Exchange






Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on June 10, 2020, the stockholders of Altice USA, Inc. (the “Company”) approved an amendment and restatement to the Altice USA 2017 Long Term Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 35,000,000 and makes other changes. A detailed description of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2020. A complete copy of the Plan is filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 10, 2020 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2020, the Company held its 2020 Annual Meeting of Stockholders ("Annual Meeting") at which the Class A and Class B stockholders voted together as a single class upon: (i) the election of Patrick Drahi, Gerrit Jan Bakker, Manon Brouillette, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Charles Stewart and Raymond Svider to the Company’s Board of Directors for one-year terms; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year; and (iii) the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The Class A and Class B stockholders elected all nine director nominees on which they voted, approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, and approved the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.
No other matters were considered and voted on by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors
ForAgainstAbstainBroker Non-Votes
Patrick Drahi4,817,084,526100,231,650183,99416,955,900
Gerrit Jan Bakker4,825,246,45492,180,14173,57516,955,900
Manon Brouillette4,829,252,59388,174,86572,71216,955,900
David Drahi4,804,846,854112,581,22472,09216,955,900
Dexter Goei4,833,031,32284,418,97349,87516,955,900
Mark Mullen4,819,610,72797,816,71372,73016,955,900
Dennis Okhuijsen4,824,896,39392,538,80164,97616,955,900
Charles Stewart4,825,090,34692,359,31150,51316,955,900
Raymond Svider4,749,774,177167,653,47172,52216,955,900

Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
For:
4,934,160,623
Against:
145,663
Abstain:
149,784

Proposal 3: Amendment and Restatement to the 2017 Long Term Incentive Plan
For:
4,905,052,237
Against:
12,389,331
Abstain:
58,602
Broker Non-Votes:
16,955,900






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.


ALTICE USA, INC.
Dated: June 12, 2020By:/s/ Michael E. Olsen
Michael E. Olsen
Executive Vice President, General Counsel and Secretary

ATUSNew York Stock Exchange






Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on June 10, 2020, the stockholders of Altice USA, Inc. (the “Company”) approved an amendment and restatement to the Altice USA 2017 Long Term Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 35,000,000 and makes other changes. A detailed description of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2020. A complete copy of the Plan is filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 10, 2020 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2020, the Company held its 2020 Annual Meeting of Stockholders ("Annual Meeting") at which the Class A and Class B stockholders voted together as a single class upon: (i) the election of Patrick Drahi, Gerrit Jan Bakker, Manon Brouillette, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Charles Stewart and Raymond Svider to the Company’s Board of Directors for one-year terms; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year; and (iii) the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The Class A and Class B stockholders elected all nine director nominees on which they voted, approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, and approved the amendment and restatement to the Company’s 2017 Long Term Incentive Plan.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company’s Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.
No other matters were considered and voted on by the stockholders at the Annual Meeting.
Proposal 1: Election of Directors
ForAgainstAbstainBroker Non-Votes
Patrick Drahi4,817,084,526100,231,650183,99416,955,900
Gerrit Jan Bakker4,825,246,45492,180,14173,57516,955,900
Manon Brouillette4,829,252,59388,174,86572,71216,955,900
David Drahi4,804,846,854112,581,22472,09216,955,900
Dexter Goei4,833,031,32284,418,97349,87516,955,900
Mark Mullen4,819,610,72797,816,71372,73016,955,900
Dennis Okhuijsen4,824,896,39392,538,80164,97616,955,900
Charles Stewart4,825,090,34692,359,31150,51316,955,900
Raymond Svider4,749,774,177167,653,47172,52216,955,900

Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
For:
4,934,160,623
Against:
145,663
Abstain:
149,784

Proposal 3: Amendment and Restatement to the 2017 Long Term Incentive Plan
For:
4,905,052,237
Against:
12,389,331
Abstain:
58,602
Broker Non-Votes:
16,955,900






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.


ALTICE USA, INC.
Dated: June 12, 2020By:/s/ Michael E. Olsen
Michael E. Olsen
Executive Vice President, General Counsel and Secretary

        

v3.20.1
Cover page Document
Jun. 10, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 10, 2020
Entity Registrant Name Altice USA, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38126
Entity Tax Identification Number 38-3980194
Entity Address, Address Line One 1 Court Square West
Entity Address, City or Town Long Island City,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11101
City Area Code 516
Local Phone Number 803-2300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.01 per share
Trading Symbol ATUS
Security Exchange Name NYSE
Entity Central Index Key 0001702780
Amendment Flag false
Entity Emerging Growth Company false