SECURITIES AND EXCHANGE COMMISSION
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): October 27, 2011
PAETEC Holding Corp.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (585) 340-2500
(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 (see General Instruction A.2. below):
(a) PAETEC Holding Corp. (the Company) held a special meeting of stockholders on October 27, 2011 (the special meeting). According to the report of the inspector of elections, at the special meeting the Companys stockholders approved the two proposals described below. Stockholder action on a third proposal, to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of proposal 1, was not required and no vote was taken on that proposal.
(b) The final voting results with respect to each proposal voted upon at the special meeting are set forth below.
The Companys stockholders adopted the Agreement and Plan of Merger, dated as of July 31, 2011 and as it may be amended (the merger agreement), by and among Windstream Corporation, a Delaware corporation (Windstream), Peach Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Windstream (Merger Sub) and the Company, pursuant to which Merger Sub will merge with and into the Company (the merger), after which the Company will survive the transaction as a wholly-owned subsidiary of Windstream and the separate corporate existence of Merger Sub will cease, and approved the merger and the other transactions contemplated by the merger agreement, as set forth below:
The Companys stockholders approved, on an advisory (non-binding) basis, the compensation payable under existing arrangements that certain PAETEC executive officers may receive in connection with the merger, as set forth below:
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.