Cincinnati Bell 2015 Annual Report Download - page 62

Item 2 - Advisory Approval of
the Company’s Executive
Compensation
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 and Analysis section
(“CD&A”) beginning on page 20 and the Executive Compensation section beginning on page 36.
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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