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): May 2, 2016



(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))





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 May 2, 2016, 43,006,132 shares of common stock, $0.01 par value, or approximately 84.9% of the 50,660,045 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 II 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
Roger H. Moore 31,274,653 1,215,684 10,515,795
Thomas A. Gerke 32,039,322 451,015 10,515,795
Dale E. Parker 32,143,425 346,912 10,515,795


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: Robert J. Currey, Richard A. Lumpkin, Maribeth S. Rahe, Timothy D. Taron and C. Robert Udell, Jr.


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, 2016, 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
42,550,337 351,650 104,145


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.







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: May 4, 2016      
  Consolidated Communications Holdings, Inc.
  By:   /s/ Steven L. Childers  
    Name: Steven L. Childers
    Title: Chief Financial Officer