Cincinnati Bell 2012 Annual Report Download - page 32

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION
(Item 2 on Proxy Card)
As required by the Dodd-Frank Act and pursuant to Section 14A of the Securities Exchange Act of 1934, as
amended, the Company is submitting to its shareholders a vote for the advisory approval of the Company’s
executive compensation (“say-on-pay vote”). The Board of Directors determined that it would submit a say-on-
pay vote to our shareholders annually. This year’s say-on-pay vote addresses our executive compensation as
disclosed in the Compensation Discussion & Analysis Section (“CD&A”) beginning on page 27 and the
Executive Compensation section beginning on page 44.
The guiding principles of the Company’s compensation policies and decisions include aligning each
executive’s compensation with the Company’s business strategy 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
revenues, earnings and other performance factors that measure our progress against the goals of our strategic plan
as well as performance against our peer companies. The Compensation Committee and the Board believe that our
compensation design and practices are effective in implementing our strategic goals. For the above reasons, 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. However, our Board and our Compensation Committee value the opinions of our shareholders and
to the extent there is any significant vote against the named executive officers’ compensation as disclosed in this
Proxy Statement, we will seek to determine the causes of any significant negative voting results in an effort to
better understand shareholder issues and concerns with our executive compensation.
Vote Required
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 2 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 advisory approval of the Company’s
executive compensation of its named executive officers as disclosed in the CD&A and Executive
Compensation sections of this Proxy Statement.
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