Current Report















Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 24, 2012 (May 22, 2012)




(Exact Name of Registrant as Specified in Charter)



Delaware 001-34295 52-1700207

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


1221 Avenue of the Americas, 36th Fl., New York, NY 10020
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (212) 584-5100




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:


[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07. Submission of Matters to a Vote of Security Holders.


On Tuesday, May 22, 2012, we held our annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2012. The final voting results for the matters submitted to a vote of stockholders are as follows:


Item 1 – Election of Common Stock Directors


At the annual meeting, the holders of our common stock elected the persons listed below as common stock directors.

  Votes Cast For Votes Cast Against Broker Non-Votes
Joan L. Amble 1,314,936,993   152,661,673   1,629,665,622  
Leon D. Black 512,411,779   955,186,887   1,629,665,622  
Lawrence F. Gilberti 1,072,515,113   395,083,553   1,629,665,622  
Eddy W. Hartenstein 1,417,014,485   50,584,181   1,629,665,622  
James P. Holden 1,116,065,905   351,532,761   1,629,665,622  
Mel Karmazin 1,407,785,376   59,813,290   1,629,665,622  
James F. Mooney 1,349,614,296   117,984,370   1,629,665,622  
Jack Shaw 1,115,576,299   352,022,367   1,629,665,622  

Our Convertible Perpetual Preferred Stock, Series B-1 (the “Series B-1 Preferred Stock”), does not have the right to vote with the holders of our common stock on the election of common stock directors. The holder of the Series B-1 Preferred Stock is entitled to designate and elect members of our board of directors pursuant to the Certificate of Designations of the Series B-1 Preferred Stock. The holder of the Series B-1 Preferred Stock has designated John C. Malone, Gregory B. Maffei, David J.A. Flowers, Carl E. Vogel and Vanessa A. Wittman to serve as members of our board of directors until their successors are duly elected and qualified.


Item 2 – Ratification of Independent Registered Public Accountants


The holders of our common stock and our Series B-1 Preferred Stock, voting together as a single class, ratified the appointment of KPMG LLP as our independent registered public accountants.


    Votes Cast For   Votes Cast Against   Abstentions
    5,641,047,320   27,864,278   15,329,452






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 thereunto duly authorized.








/s/ Patrick L. Donnelly


Patrick L. Donnelly


Executive Vice President, General


Counsel and Secretary


Dated: May 24, 2012