Item 8.01. Other Events.
Warwick Valley Telephone Company (the Company) announced today the final certified results of the
votes at its 2008 Annual Meeting of shareholders, held Friday, April 25, 2008. The following
directors were elected for one year terms: Jeffrey D. Alario, Douglas B. Benedict, Kelly C. Bloss,
Wisner H. Buckbee, Robert J. DeValentino, Herbert Gareiss, Jr., Thomas H. Gray, and Douglas J.
Mello. The shareholders approved the selection of WithumSmith+Brown, P.C. as the Companys
independent accountants for the year ending December 31, 2008.
Matters voted on at the meeting and the results of each vote are as follows:
| Votes | Broker | |||||||||||||||||
| Votes For | Against | Abstain | Non-Votes | |||||||||||||||
Proposal I
|
To approve an amendment to the Companys bylaws to eliminate the classified structure of the Board of Directors and allow for the annual election of all directors. | 4,382,421 | 120,317 | 38,157 | 3,001 | |||||||||||||
Proposal II
|
To fix the number of directors at eight until the next annual meeting of shareholders. | 4,335,853 | 188,630 | 16,412 | 3,002 | |||||||||||||
| Authority | ||||||||||||||||||
| Votes for | Withheld | |||||||||||||||||
Proposal III
|
Election of directors | |||||||||||||||||
| Jeffrey D. Alario | 4,271,201 | 272,694 | ||||||||||||||||
| Douglas B. Benedict | 4,305,137 | 230,758 | ||||||||||||||||
| Kelly C. Bloss | 4,262,625 | 281,270 | ||||||||||||||||
| Wisner H. Buckbee | 4,267,116 | 276,779 | ||||||||||||||||
| Robert J. DeValentino | 4,280,476 | 263,419 | ||||||||||||||||
| Herbert Gareiss, Jr. | 4,292,850 | 251,045 | ||||||||||||||||
| Thomas H. Gray | 4,303,436 | 240,459 | ||||||||||||||||
| Douglas J. Mello | 4,303,725 | 240,170 | ||||||||||||||||
| Votes | Broker | |||||||||||||||||
| Votes For | Against | Abstain | Non-Votes | |||||||||||||||
Proposal IV
|
To approve the Warwick Valley Telephone Company 2008 Long-Term Incentive Plan. | 2,984,192 | 392,394 | 42,541 | 1,124,769 | |||||||||||||
Proposal V
|
To ratify the selection of WithumSmith+Brown, P.C. as the Companys independent registered public accounting firm for the year ending December 31, 2008. | 4,383,185 | 144,844 | 12,865 | 3,002 | |||||||||||||
At the Companys Annual Organizational Meeting, held on the day of the Annual Meeting, the
Board of Directors elected the following persons to the positions set forth opposite their names:
Wisner H. Buckbee
|
Chairman of the Board | |
Robert J. DeValentino
|
Vice Chairman of the Board | |
Duane W. Albro
|
President & Chief Executive Officer | |
Kenneth H. Volz
|
Vice President, Chief Financial Office, Treasurer | |
Joyce A. Stoeberl
|
Corporate Secretary | |
Dorinda M. Masker
|
Assistant Corporate Secretary |
Also, at the Companys Annual Organizational Meeting, the following committee assignments were approved:
Governance & Nominating Committee
|
Kelly C. Bloss Chair | |
| Wisner H. Buckbee | ||
| Robert J. DeValentino | ||
| Douglas J. Mello | ||
Audit Committee
|
Jeffrey D. Alario Chair | |
| Douglas B. Benedict | ||
| Kelly C. Bloss | ||
| Wisner H. Buckbee | ||
Compensation Committee
|
Robert J. DeValentino Chair | |
| Douglas B. Benedict | ||
| Douglas J. Mello |
A press release regarding this matter has been issued by the Company, is attached to this Current
Report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits
99.1
|
Press Release entitled Warwick Valley Telephone Announces Final Vote Results and Committee Assignments, dated May 1, 2008. |
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.
| WARWICK VALLEY TELEPHONE COMPANY (Registrant) |
||||
| Date: May 1, 2008 | By: | /s/ Duane W. Albro | ||
| Name: | Duane W. Albro | |||
| Title: | President & CEO | |||
Exhibit Index
| Exhibit No. | Description | |
99.1
|
Press Release entitled Warwick Valley Telephone Announces Final Vote Results and Committee Assignments, dated May 1, 2008. |