Cincinnati Bell 2010 Annual Report Download - page 34

the annual meeting, in person or by proxy, and entitled to vote on this proposal. Abstentions will have the
effect of a vote against the proposal. Since the Company believes this proposal to be “routine,” broker
non-votes will likely be voted by the organizations holding such shares in their discretion.
Our Recommendation
The Board recommends a vote FOR such ratification.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 3 on Proxy Card)
Pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is required to submit a
proposal to its shareholders for a non-binding advisory vote to approve the compensation of the Company’s
named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure
rules of the SEC. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the
opportunity to express their views on the compensation of our named executive officers. This vote is not intended
to address any specific item of compensation, but rather the overall compensation of our named executive
officers and the principles, policies and practices described in this Proxy Statement.
The guiding principles of the Company’s compensation policies and decisions include aligning each
executive’s compensation with the Company’s business strategy and the interests of our shareholders and
providing incentives needed to attract, motivate and retain key executives who are important to our long-term
success. Consistent with this philosophy, a significant portion of the total compensation for each of our
executives is directly related to the Company’s earnings and revenues and other performance factors that
measure our progress against the goals of our strategic plan as well as performance against our peer companies.
Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement which
discusses how our compensation design and practices reflect our compensation philosophy. The Compensation
Committee and the Board of Directors believe that our compensation design and practices are effective in
implementing our strategic goals. Accordingly, we ask our shareholders to vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed
pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion, is hereby APPROVED.”
The say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee
or the Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our
shareholders and to the extent there is any significant vote against the named executive officer compensation as
disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee
will evaluate whether any actions are necessary to address those concerns.
Approval of this proposal requires the affirmative vote of the holders of a majority of the common shares
and 6
3
⁄ 4 % Cumulative Convertible Preferred Shares, voting as one class, present in person or represented by
proxy at the annual meeting and entitled to vote on this proposal. Under the rules of the NYSE, brokers are
prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such
shares has given voting instructions on the matter. This means that, if your broker is the recordholder of your
shares, you must give voting instructions to your broker with respect to this Item 3 if you want your broker to
vote your shares on this matter. Proxies submitted without direction pursuant to this solicitation will be voted for
the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.
Abstentions will have the same effect as a vote against this proposal. Broker non-votes are not considered shares
entitled to vote on this proposal and will have no impact on the outcome of this proposal.
Our Recommendation
The Board recommends that shareholders vote “FOR” the approval, on an advisory basis, of the
compensation of its named executive officers as disclosed in this Proxy Statement.
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