Cincinnati Bell 2011 Annual Report Download - page 19

votes cast affirmatively or negatively, and therefore have no effect on the outcome of such proposal. For the
purpose of determining whether shareholders have approved Proposal 2 (advisory Say-On-Pay vote on executive
compensation), Proposal 3 (reapproval of the material terms of the performance goals of the 2007 Long Term
Incentive Plan), Proposal 4 (approval of an amendment to the 2007 Directors Plan), and Proposal 5 (ratification
of the Independent Registered Public Accounting Firm), abstentions will have a negative effect on the outcome
of such proposals.
Q: Can I change my vote?
A: Yes. You may change your voting instructions at any time prior to the vote at the Annual Meeting. You
may change your vote by either: (i) granting a new proxy or voting instructions bearing a later date (which
automatically revokes the earlier proxy or voting instructions) whether made on the internet, by telephone or by
mail; (ii) if you are a shareholder of record, notifying the Company’s Secretary in writing that you want to revoke
your earlier proxy; or (iii) if you are a shareholder of record attending the Annual Meeting, giving notice of your
proxy revocation in open meeting and voting in person. Please note that in order to revoke your previously
granted proxy at the Annual Meeting, you must specifically request the revocation of your previous proxy.
Q: What does it mean if I receive more than one Notice or more than one proxy card?
A: It means that your shares are registered differently or are in more than one account. Please provide voting
instructions for all Notices and proxy cards that you receive.
Q: Where can I find the voting results of the meeting?
A: We will announce preliminary voting results at the meeting and publish final results in the Company’s
Current Report on Form 8-K, which will be filed on or before May 7, 2012.
Q: What happens if additional proposals are presented at the meeting?
A: Other than the proposals described in this Proxy Statement, we do not expect any matters to be presented
for a vote at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Phillip R. Cox, Lynn
A. Wentworth and John M. Zrno, will have the discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If for any unforeseen reason any of the nominees are not available as a
candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or
candidates as may be nominated by the Board.
Q: What classes of shares are entitled to be voted?
A: Each common share and each 6
3
⁄ 4 % Cumulative Convertible Preferred Share outstanding as of the close
of business on the Record Date is entitled to vote on all items being voted upon at the Annual Meeting. You are
entitled to one vote for each common share and one vote for each 6
3
⁄ 4 % Cumulative Convertible Preferred Share
you own of record on the Record Date or to provide instructions on how to vote such shares in which you have a
beneficial interest. The 6
3
⁄ 4 % Cumulative Convertible Preferred Shares will vote with the common shares as one
class on each of the proposals described in this Proxy Statement. There are no cumulative voting rights for either
class of shares. On the Record Date, we had 196,996,468 common shares and 155,250 6
3
⁄ 4 % Cumulative
Convertible Preferred Shares issued and outstanding.
Q: What is the quorum requirement for the meeting?
A: The quorum requirement for holding the meeting and transacting business is the presence, in person or
by proxy, of a majority of the common and preferred shares issued and outstanding on the Record Date and
entitled to vote at such meeting. However, if any particular action requires more than a simple majority because
of the law, the NYSE rules, the Company’s Amended Articles of Incorporation or the Company’s Amended
Regulations, that particular action will not be approved unless the required percentage of affirmative votes has
been obtained or the required number of votes has been cast.
5
Proxy Statement