DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Rule 14a-12

      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

FRONTIER COMMUNICATIONS CORPORATION

(Name of Registrant as Specified in Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 10, 2017.

 

FRONTIER COMMUNICATIONS CORPORATION

 

 

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    FRONTIER COMMUNICATIONS CORPORATION

    401 MERRITT 7

    NORWALK, CT 06851

 

 

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Meeting Information
Meeting Type:   Annual Meeting
For holders as of:   March 13, 2017
Date: May 10, 2017       Time: 10:00 a.m. ET
Location:    Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/FTR2017.

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/FTR2017 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


— Before You Vote —

How to Access the Proxy Materials

 

   
        Proxy Materials Available to VIEW or RECEIVE:
   
    COMBINED DOCUMENT
   
   

How to View Online:

    Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.
   
    How to Request and Receive a PAPER or E-MAIL Copy:
    If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
   
      1) BY INTERNET:      www.proxyvote.com
      2) BY TELEPHONE:      1-800-579-1639 (for callers without touch-tone phones, please call 1-866-232-3037)
      3) BY E-MAIL*:      sendmaterial@proxyvote.com
   
   

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

   
     

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 26, 2017 to facilitate timely delivery.

 

   

 

— How To Vote —

   

Please Choose One of the Following Voting Methods

 

LOGO     

 

     

 

Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

   

During The Meeting:

Go to www.virtualshareholdermeeting.com/FTR2017. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

     

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


 

 

 

 

 

 

 

 

LOGO

Voting Items  

The Board of Directors recommends that you vote FOR each of the following Directors:

1.        Election of Directors

           Nominees:

           1a.    Leroy T. Barnes, Jr.

           1b.    Peter C.B. Bynoe

           1c.    Diana S. Ferguson

           1d.    Edward Fraioli

           1e.    Daniel J. McCarthy

           1f.    Pamela D.A. Reeve

           1g.    Virginia P. Ruesterholz

           1h.    Howard L. Schrott

           1i.    Mark Shapiro

           1j.    Myron A. Wick, III

The Board of Directors recommends you vote FOR the following proposal:

 

2. To consider and vote upon an advisory proposal on executive compensation.

The Board of Directors recommends you vote 1 year on the following proposal:

 

3. To consider and vote upon an advisory proposal on the frequency of the executive compensation proposal.

The Board of Directors recommends you vote FOR the following proposal:

 

4. To adopt Frontier’s 2017 Equity Incentive Plan.

The Board of Directors recommends you vote FOR the following proposal:

 

5. To adopt an amendment to Frontier’s Restated Certificate of Incorporation to: effect a reverse stock split of the issued shares of Frontier common stock, at a reverse stock split ratio of not less than 1-for-10 and not more than 1-for-25, and reduce the total number of shares of Frontier common stock that Frontier is authorized to issue from 1,750,000,000 to 175,000,000.

The Board of Directors recommends you vote FOR the following proposal:

 

6. To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2017.

NOTE: The named proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

 
 


 

 

 

 

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