¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Time and Date:
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11:00 a.m., Eastern Daylight Time, Thursday,
May 4, 2017
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Place:
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Queen City Club
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•
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Election as directors of the nine nominees named in the accompanying proxy statement for one-year terms expiring at the 2018 Annual Meeting of Shareholders;
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•
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Recommendation, by non-binding advisory vote, of the frequency of the advisory vote regarding our executive officers' compensation;
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•
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Approval, by non-binding advisory vote, of our executive officers' compensation;
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Approval of the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan;
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•
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Approval of the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors;
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•
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Ratification of our Audit Committee's appointment of our independent registered public accounting firm for 2017; and
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•
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Any other business properly brought before the meeting and any adjournments or postponements of the meeting.
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Record Date:
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March 6, 2017
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Whether or not you plan to attend the meeting,
we encourage you to vote as promptly as possible
by the internet or by telephone. If you request a printed copy of the proxy materials, you may complete and return by mail the proxy or voting instruction card you will receive in response to your request, or you can vote by the internet or by telephone. If you attend the meeting and wish to change your vote, you can do so by voting in person at the meeting.
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Connie M. Vogt
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Corporate Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 4, 2017.
This proxy statement and the 2016 annual report are first being made available on the website at
www.proxyvote.com
, or mailed to shareholders who have requested paper copies, on or about March 24, 2017. Other information on our website does not constitute part of this proxy statement.
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Table of Contents
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The Annual Meeting
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Time and Date:
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11:00 a.m., Eastern Daylight Time, Thursday, May 4, 2017
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Place:
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Queen City Club
331 East Fourth Street
Cincinnati, Ohio
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Record Date:
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March 6, 2017
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Purpose of Meeting
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Board's Recommendation
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Votes Required for Approval
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Proposal 1:
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Election of directors for one-year terms expiring in 2018.
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FOR each nominee
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Majority of votes cast
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Proposal 2:
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Recommendation, by a non-binding advisory vote, of the frequency of the advisory vote regarding our executive officers' compensation.
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1 YEAR
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The vote frequency receiving the highest number of votes
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Proposal 3:
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Approval, by a non-binding advisory vote, of our executive officers' compensation.
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FOR
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Majority of shares present and entitled to vote
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Proposal 4:
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Approval of the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan.
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FOR
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Majority of shares present and entitled to vote
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Proposal 5:
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Approval of the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors.
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FOR
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Majority of shares present and entitled to vote
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Proposal 6:
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Ratification of our Audit Committee's appointment of our independent registered public accounting firm for 2017.
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FOR
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Majority of shares present and entitled to vote
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Note Regarding Share-Related Numbers in the Proxy Statement
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Who May Vote
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How to Vote
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BY INTERNET
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BY PHONE
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BY MAIL
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ATTEND THE MEETING
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:
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(
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*
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?
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Go to
www.proxyvote.com
24/7 and follow the instructions. You need the 12-digit control number included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form sent to you. Voting will be available until 11:59 p.m., EDT, May 3, 2017.
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Call toll-free 1-800-690-6903, 24/7, and follow the instructions. You need the 12-digit control number included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form sent to you. Voting will be available until 11:59 p.m., EDT, May 3, 2017.
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You can vote by marking, dating and signing your proxy card and returning it by mail in the postage-paid envelope provided. Please mail these items to allow delivery prior to the meeting.
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Whether you are a shareholder of record or a street name holder, you may vote your shares at the annual meeting if you attend in person. See “How can I attend and vote my shares at the meeting?” on page 60.
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Admission to the Meeting
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Additional Information
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Corporate Governance Overview
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Director Independence
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• Phillip R. Cox
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• Russel P. Mayer
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• John W. Eck
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• Lynn A. Wentworth
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• Jakki L. Haussler
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• Martin J. Yudkovitz
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• Craig F. Maier
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• John M. Zrno
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Committees of the Board
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Name of Director
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Audit and
Finance |
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Compensation
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Governance and
Nominating
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Executive
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Non-Employee Directors (a)
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Phillip R. Cox
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M
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M
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M
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C
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John W. Eck
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M
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M
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Jakki L. Haussler
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M
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M
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Craig F. Maier
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M
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C
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M
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Russel P. Mayer
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M
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C
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M
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Lynn A. Wentworth
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C
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M
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M
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Martin J. Yudkovitz
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M
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M
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John M. Zrno
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M
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M
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Employee Directors
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Theodore H. Torbeck
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M
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(a)
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All non-employee directors were determined by the Board to be independent directors.
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Other Responsibilities and Governance Process
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Annual Compensation Program
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Compensation Element
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2016
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Chairman of the Board Annual Retainer (a)
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$
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320,000
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Annual Board Retainer
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$
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70,000
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Annual Board Equity Award (b)
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$
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90,000
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Annual Audit and Finance Committee Chairman Retainer
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$
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27,000
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Annual Audit and Finance Committee Member Retainer
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$
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15,000
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Annual Compensation Committee Chairman Retainer
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$
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18,000
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Annual Compensation Committee Member Retainer
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$
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10,000
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Annual Governance and Nominating Committee Chairman Retainer
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$
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16,000
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Annual Governance and Nominating Committee Member Retainer
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$
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10,000
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(a)
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The Chairman is not entitled to receive any of the other annual Board or Committee retainers described above; however, the Chairman is eligible for the Annual Board Equity Award.
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(b)
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The Annual Board Equity Award is paid in the form of an award granted under the Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors. In 2016, the Annual Board Equity Award was paid to all non-employee directors, including the Chairman of the Board, in the form of restricted stock units with an aggregate value of $90,000 and a one-year vesting period. On August 2, 2016, the Board increased the value of the Annual Board Equity Award to $100,000 beginning with the 2017 award grants.
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2016 Director Compensation
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DIRECTOR COMPENSATION
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Name
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Fees Earned or
Paid in Cash ($)
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Stock
Awards ($)
(a) (b)
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Option
Awards ($)
(b)
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Total ($)
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Phillip R. Cox
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320,000
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90,000
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—
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410,000
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John W. Eck
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90,000
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90,000
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—
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180,000
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Jakki L. Haussler
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95,000
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90,000
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—
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185,000
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Craig F. Maier
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103,000
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90,000
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—
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193,000
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Russel P. Mayer
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101,000
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90,000
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—
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191,000
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Lynn A. Wentworth
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107,000
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90,000
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—
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197,000
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Martin J. Yudkovitz
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84,203
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90,000
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—
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174,203
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John M. Zrno
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95,000
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90,000
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—
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185,000
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(a)
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The values reflect the aggregate grant-date fair value of the restricted stock units granted on April 29, 2016 computed in accordance with Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” (“ASC 718”) for all awards. For a discussion of the valuation assumptions and methodology, see Note 12 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31,
2016
.
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(b)
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No stock options were awarded in 2016. As of December 31,
2016
, the non-employee directors and former directors held an aggregate of
37,696
unvested stock awards and an aggregate of
16,880
option awards (granted in years prior to 2008), as set forth in the following table.
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Name
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Number of Unvested
Stock Awards
Outstanding
as of
December 31,
2016
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Number of Option
Awards
Outstanding
as of
December 31,
2016
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Phillip R. Cox
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4,712
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1,800
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John W. Eck
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4,712
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—
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Jakki L. Haussler
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4,712
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—
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Craig F. Maier
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4,712
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—
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Russel P. Mayer
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4,712
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—
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Lynn A. Wentworth
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4,712
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—
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Martin J. Yudkovitz
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4,712
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—
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John M. Zrno
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4,712
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11,480
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Director Qualifications and Nominations
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•
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Established leadership reputation in his/her field;
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•
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Known for good business judgment;
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•
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Active in business;
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•
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Knowledge of business on a national/global basis;
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•
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Meets high ethical standards; and
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•
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Commitment to regular board/committee meeting attendance.
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•
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The nominee's familiarity with the field of IT services, entertainment and communications; and
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•
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Whether the nominee would contribute to the gender, racial and/or geographical diversity of the Board.
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Item 1 - Election of Directors
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NOMINEES FOR DIRECTORS
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(Terms Expire in 2018)
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Mr. Cox has been President and Chief Executive Officer of Cox Financial Corporation (a financial planning services company) since 1972. He is a current director of TimkenSteel, Diebold Inc., and Touchstone Mutual Funds. He is a former director of the Federal Reserve Bank of Cleveland and Duke Energy Corporation. Director since 1993. Age 69.
With his years of entrepreneurial and managerial experience in the development and growth of Cox Financial Corporation, coupled with the experience he has gained from serving on the audit and compensation committees of several public company boards, Mr. Cox brings a valuable perspective to the Company’s Board. In addition, having served as Chairman of the Company’s Board since 2003, Mr. Cox has demonstrated an effective management style and the ability to facilitate the Board’s primary oversight functions.
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Phillip R. Cox
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Mr. Eck is currently the Chief Local Media Officer at Univision Communications, Inc. ("Univision"), the leading Hispanic media company in the United States. Prior to joining Univision in 2011, Mr. Eck worked at NBC Universal (“NBCU”) for 18 years, most recently serving as President, Media Works, where he oversaw NBCU’s information, broadcasting and production technology and NBCU’s television and film studio operations. Prior to joining NBCU, Mr. Eck held various other executive and financial positions at General Electric Company ("GE"). Director since 2014. Age 57.
With over 33 years of media, finance and information technology experience at Univision, NBCU and GE, Mr. Eck brings relevant industry experience from the perspective of a producer and distributor of media content. This experience makes him a very valuable asset to the Board, the Compensation Committee and the Governance and Nominating Committee.
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John W. Eck
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Ms. Haussler has served as Chairman and Chief Executive Officer of Opus Capital Group (a registered investment advisory firm) since 1996. She is a director of Morgan Stanley Funds. She is a former director of Capvest Venture Fund, LP, Adena Ventures, LP (a venture capital fund), and The Victory Funds. Director since 2008. Age 59.
With more than 30 years of experience in the financial services industry, including her years of entrepreneurial and managerial experience in the development and growth of Opus Capital Group, Ms. Haussler brings a valuable perspective to the Company’s Board. Through her role at Opus Capital and her service as a director of several venture capital funds and other boards, Ms. Haussler has gained valuable experience dealing with accounting principles and evaluating financial results of large corporations. She is a certified public accountant (inactive), an attorney in the State of Ohio (inactive), and an audit committee financial expert under SEC regulations. This experience, coupled with her educational background, makes her a valuable asset to the Board, the Audit and Finance Committee and the Governance and Nominating Committee.
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Jakki L. Haussler
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Mr. Maier recently retired from his role as President and Chief Executive Officer of Frisch’s Restaurants, Inc. ("Frisch's"), operator of family style restaurants and former publicly-traded company, a position he held from 1989 to 2015. He was also a director of Frisch’s from 2008 to 2015. Director since 2008. Age 67.
With over 20 years of experience as the chief executive officer of a large, publicly-traded corporation, Mr. Maier brings to the Board demonstrated management and leadership ability. In addition, Mr. Maier has valuable experience dealing with accounting principles, financial reporting regulations and evaluating financial results of large corporations. This experience makes him a valuable asset to the Board as Chairman of the Compensation Committee and a member of the Audit and Finance Committee and Executive Committee. |
Craig F. Maier
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Mr. Mayer is retired, and is now working part time with several consulting companies in information technology and business process improvement. Prior to joining the Board, Mr. Mayer held several executive-level information technology and business process improvement positions at General Electric Company ("GE"). Most recently, he was Executive Vice President, CIO, and Quality Leader at GE Healthcare from 2009 to 2012. Prior to that, he was Executive Vice President and CIO at GE Healthcare from 2005 to 2008; Vice President and CIO at GE Aircraft Engines and GE Transportation from 2000 to 2005; and CIO and Chief Quality Officer at NBC from 1998 to 2000. He held various other information technology and business process improvement positions at GE from 1986 to 1998. Prior to that he held multiple positions at Chiquita Brands, Republic Steel and Enduro Stainless. Director since 2013. Age 63.
With over 35 years of information technology and business process improvement experience at large, global organizations, Mr. Mayer brings relevant industry experience from the customer’s perspective. This experience makes him a valuable asset to the Board as Chairman of the Governance and Nominating Committee and a member of the Audit and Finance Committee and Executive Committee. He also serves as a valuable resource to the Company’s management team.
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Russel P. Mayer
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Ms. Wentworth is the former Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc. ("BlueLinx"), a building products distributor, from 2007 to 2008. Prior to joining BlueLinx, she was, most recently, Vice President and Chief Financial Officer for BellSouth Corporation’s Communications Group ("BellSouth") and held various other positions at BellSouth from 1985 to 2007. She is a certified public accountant licensed in the state of Georgia. She is a director, chair of the Audit Committee and member of the Nominating & Governance Committee of Graphic Packaging Holding Company and a director and member of the Audit & Finance and Compensation Committees of CyrusOne Inc. Director since 2008. Age 58.
Ms. Wentworth’s experience as Chief Financial Officer and Treasurer of BlueLinx as well as her 22 years of telecommunications industry experience at BellSouth makes her a valuable asset to the Board as Chair of the Audit and Finance Committee and a member of the Compensation Committee and Executive Committee. Ms. Wentworth qualifies as an audit committee financial expert under applicable SEC regulations. Ms. Wentworth’s prior experience has provided her with a wealth of knowledge in dealing with complex financial and accounting matters affecting large corporations in the telecommunications industry.
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Lynn A. Wentworth
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Mr. Yudkovitz is retired. He was head of The Walt Disney Company’s ("Disney") Strategic Innovation Group (2010 through 2015). He also served as the Senior Vice President for Corporate Strategy and Business Development at Disney (2005-2010) and as President of TiVo (2003-2005). Previously, Mr. Yudkovitz was President of two divisions at NBC, a key member of the teams that developed and launched the CNBC and MSNBC networks. Director since 2015. Age 62.
With over 30 years of experience in the broadcast and media entertainment industries, Mr. Yudkovitz brings to the Board relevant industry experience, which makes him a valuable asset to the Board as a member of the Compensation Committee and the Governance and Nominating Committee. In addition, Mr. Yudkovitz's previous experience leading large strategic business innovation initiatives at both NBC and Disney makes him a valuable advisor to the Company’s management team on key areas of growth.
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Martin J. Yudkovitz
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Mr. Zrno is retired. He was President and Chief Executive Officer of IXC Communications, Inc. (a telecommunications company) from June 1999 through November 1999. He served as President and Chief Executive Officer of ALC Communications Corporation from 1988 through 1995. Director since 1999. Age 78.
With over 40 years of experience in the telecommunications industry and his past experience as the chief executive officer of two large telecommunications corporations, Mr. Zrno brings to the Board demonstrated management and leadership ability. In addition, Mr. Zrno has gained valuable experience dealing with accounting principles, financial reporting regulations and evaluating financial results of large corporations. This experience makes him a valuable asset to the Board as a member of the Audit and Finance Committee and Governance and Nominating Committee. |
John M. Zrno
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Mr. Torbeck was named Chief Executive Officer of Cincinnati Bell Inc. effective January 31, 2013. He also served as President from January 31, 2013 until September 1, 2016. He joined Cincinnati Bell in 2010 as President and General Manager of Cincinnati Bell Communications Group. Prior to joining Cincinnati Bell, Mr. Torbeck was Chief Executive Officer of the Freedom Group and also worked for 28 years for the General Electric Company (“GE”), where he served as the Vice President of Operations for GE Industrial Business, President and CEO of GE’s Rail Services business and Vice President of Global Supply Chain for GE Aviation. Director since January 2013. Age 60.
Mr. Torbeck brings to the Board critical knowledge and understanding of the products and services offered by the Company and a strong understanding of the telecommunications industry. Mr. Torbeck’s prior business and management experience also provides the Board with a valuable perspective on managing a successful business.
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Theodore H. Torbeck
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Directors and Executive Officers
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Name and Address of Beneficial Owner
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Common Shares
Beneficially
Owned as of
March 6, 2017
(a)
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Percent of
Common Shares
(b)
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6
3/4%
Convertible
Preferred Shares
Beneficially
Owned as of
March 6, 2017
(c)
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Percent of 6
3/4%
Cumulative
Convertible
Preferred
Shares
(c)
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Phillip R. Cox
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13,748
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*
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—
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*
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Joshua T. Duckworth
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8,940
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*
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—
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*
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John W. Eck
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9,376
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*
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—
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*
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Leigh R. Fox
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56,601
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*
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—
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*
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Jakki L. Haussler
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29,185
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*
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—
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*
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Andrew R. Kaiser
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5,890
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*
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—
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*
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Craig F. Maier
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29,144
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*
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—
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*
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Russel P. Mayer
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13,765
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*
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—
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*
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Thomas E. Simpson
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11,227
|
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*
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—
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*
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Theodore H. Torbeck
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273,595
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*
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—
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*
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Lynn A. Wentworth
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28,553
|
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*
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—
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*
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Christopher J. Wilson
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46,495
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*
|
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—
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*
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Martin J. Yudkovitz
|
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8,148
|
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*
|
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—
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*
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John M. Zrno (d)
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37,418
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*
|
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—
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*
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All directors and executive officers as a group
(consisting of the 13 persons named above)
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572,085
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1.4%
|
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—
|
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*
|
*
|
indicates ownership of less than 1% of issued and outstanding shares.
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(a)
|
Includes common shares subject to outstanding options under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan, the 2007 Directors Plan and the Cincinnati Bell Inc. 1997 Stock Option Plan for Non-Employee Directors that are exercisable as of March 6, 2017. The following options are included in the totals: 1,800 common shares for Mr. Cox; 360 common shares for Mr. Duckworth; 300 common shares for Mr. Fox; 1,001 common shares for Mr. Kaiser; 23,877 common shares for Mr. Torbeck; 19,102 common shares for Mr. Wilson; and 1,800 common shares for Mr. Zrno.
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(b)
|
These percentages are based upon
42,131,334
common shares outstanding as of March 6, 2017, the Record Date.
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(c)
|
These numbers represent 6
3
/
4
% Cumulative Convertible Preferred Shares. In the aggregate, the 155,250 issued and outstanding 6
3
/
4
% Cumulative Convertible Preferred Shares are represented by 3,105,000 depositary shares, and each 6
3
/
4
% Cumulative Convertible Preferred Share is represented by 20 depositary shares.
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(d)
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Amount includes 5,000 common shares held by the Zrno Family Limited Partnership.
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Principal Shareholders
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Name and Address of Beneficial Owner
|
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Common Shares
Beneficially
Owned
|
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Percent of
Common Shares
|
|
GAMCO Investors, Inc. and affiliates
|
|
5,185,234
|
|
(a)
|
12.37%
|
One Corporate Center
|
|
|
|
|
|
Rye, NY 10580
|
|
|
|
|
|
BlackRock, Inc.
|
|
5,809,178
|
|
(b)
|
13.80%
|
55 East 52nd Street
|
|
|
|
|
|
New York, NY 10055
|
|
|
|
|
|
The Vanguard Group
|
|
5,693,502
|
|
(c)
|
13.54%
|
100 Vanguard Blvd.
|
|
|
|
|
|
Malvern, PA 19355
|
|
|
|
|
|
Pinnacle Associates, Ltd.
|
|
2,152,162
|
|
(d)
|
5.10%
|
335 Madison Avenue, Suite 1100
|
|
|
|
|
|
New York, NY 10017
|
|
|
|
|
*
|
Indicates ownership of less than 1% of the issued and outstanding class of shares
|
(a)
|
As reported on Schedule 13D/A filed on December 4, 2014 by GAMCO Investors, Inc., as of December 3, 2014, Gabelli Funds, LLC has sole voting and dispositive power for 2,169,370 common shares, GAMCO Asset Management Inc. has sole voting power for 2,645,583 common shares and sole dispositive power for 2,796,473 common shares, MJG Associates, Inc. has sole voting and dispositive power for 6,000 common shares, Mario J. Gabelli has sole voting and dispositive power for 1,400 common shares, Teton Advisors Inc. has sole voting and dispositive power for 150,001 common shares, Gabelli Securities, Inc. has sole voting and dispositive power for 60,310 common shares and GAMCO Investors Inc. has sole voting and dispositive power for 1,680 common shares. The amount of shares reported on Schedule 13D/A filed on December 4, 2014 by GAMCO Investors Inc. have been translated to reflect the 5 for 1 Reverse Stock Split.
|
(b)
|
As reported on Schedule 13G/A filed on January 12, 2017 by BlackRock, Inc., as of December 31, 2016, BlackRock, Inc. has sole voting power for 5,709,013 common shares and sole dispositive power for 5,809,178 common shares.
|
(c)
|
As reported on Schedule 13G/A filed on February 10, 2017 by The Vanguard Group, as of December 31, 2016, The Vanguard Group has sole voting power for 50,443 common shares, shared voting power for 8,487 common shares, sole dispositive power for 5,636,672 common shares and shared dispositive power for 56,830 common shares.
|
(d)
|
As reported on Schedule 13G filed on February 10, 2017 by Pinnacle Associates, Ltd., as of December 31, 2016, Pinnacle Associates Ltd. has shared voting and dispositive power for 2,152,162 common shares.
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
Compensation Discussion and Analysis
|
Theodore H. Torbeck
|
Chief Executive Officer*
|
Andrew R. Kaiser
|
Chief Financial Officer**
|
Leigh R. Fox
|
President and Chief Operating Officer***
|
Thomas E. Simpson
|
Senior Vice President and Chief Technology Officer
|
Christopher J. Wilson
|
Vice President and General Counsel
|
Joshua T. Duckworth
|
Vice President, Investor Relations and Controller
|
•
|
Continue to expand our local fiber network.
|
•
|
Grow our IT services and hardware business.
|
•
|
Monetize our remaining CyrusOne investment.
|
•
|
Consolidated revenue increased $18 million compared to the prior year and revenue from strategic products was up 19 percent year-over-year.
|
•
|
Adjusted EBITDA totaled $305 million, up $3 million compared to 2015.
|
•
|
Continued the construction of its fiber network. Fioptics is available to 67% of Greater Cincinnati.
|
•
|
Proceeds from the $625 million of 7% senior notes due 2024 were used to redeem 8
3
/
8
% senior notes due 2020 and to repay a portion of the outstanding Corporate Credit Agreement Tranche B Term Loan.
|
•
|
Sold 4.1 million common shares of CyrusOne for proceeds of $190 million. Subsequent to December 31, 2016, the Company liquidated our remaining 2.8 million common shares for proceeds of $141 million.
|
•
|
Performance-Based Compensation
. The Company believes that a significant percentage of each NEO's total compensation should be performance-based or “at-risk.” Base salary was only 22% of the Chief Executive Officer's 2016 target compensation and 38% of the other NEOs' 2016 target compensation.
|
•
|
Stock Ownership Guidelines
. The Company believes that equity ownership creates alignment between executive and shareholder interests. In support of this objective, we maintain stock ownership guidelines under which our NEOs are expected to accumulate specified ownership stakes over time. See pages 29 - 30 for a more detailed discussion.
|
•
|
Compensation Risk Assessment
. The Company conducts annual compensation risk assessments to ensure that our policies and programs do not unintentionally encourage inappropriate behaviors or lead to excessive risk taking. We have concluded that our compensation plans, policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.
|
•
|
Repricing Prohibition
. We maintain prohibitions against the repricing of underwater stock options in the absence of shareholder approval. The definition of a repricing includes cash buyouts of underwater stock options and stock appreciation rights. This change applies to all grants, including existing grants
.
|
•
|
Double-Trigger Equity Vesting
. Existing employment agreements with executives incorporate a “double-trigger” requirement for vesting equity grants in the event of a change in control (“CIC”). The Cincinnati Bell Inc. 2007 Long Term Incentive Plan (the "2007 Long Term Incentive Plan") and revised award agreements, beginning with the 2014 equity grants, provide that in the event of a CIC, an employee must be involuntarily terminated without cause by the Company during the 24-month period following a CIC for previously granted equity awards that are continued, assumed or substituted to vest. The proposed Cincinnati Bell Inc. 2017 Long-Term Incentive Plan contains comparable “double trigger” provisions.
|
•
|
Executive Compensation Benchmarking
. The Company (i) uses the general industry peer group as the primary source of market data for competitive assessments of executive pay, (ii) uses the telecommunications peer group as a secondary reference for assessing market pay and industry compensation practices, and (iii) each year reviews and modifies, if necessary, the telecommunications peer group to make certain that it is an appropriate peer group for comparisons to Cincinnati Bell. We target each pay component and total pay at the 50
th
percentile.
|
•
|
Hedging and Pledging Policy
. The Company's Insider Trading Policy expressly prohibits ownership of derivative financial instruments or participation in investment strategies that hedge the economic risk of owning the Company's common stock and prohibits officers and directors from pledging Company securities as collateral for loans.
|
•
|
Clawback Policy
. The Company has a clawback policy that allows it to recover incentive payments to or realized by executive officers in the event that the incentive compensation was based on the achievement of financial results that are subsequently restated to correct any accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws, and such restatement results in a lower payment or award.
|
•
|
Independent Compensation Committee
. Each member of the Compensation Committee is independent as defined in the corporate governance listing standards of the New York Stock Exchange ("NYSE"), and the Company's director independence standards mirror those of the NYSE.
|
•
|
Independent Compensation Consultant
. The Compensation Committee utilizes the services of an outside independent compensation consultant to assist in its duties. The Compensation Committee's consultant performs no other services for the Company or its management.
|
•
|
Elimination of Gross-Ups
. The Compensation Committee has a policy in place that any new or materially amended employment agreement with any NEO will not contain any excise tax gross-up provisions with respect to payments contingent on a CIC. In addition, current employment agreements have been amended to remove excise tax gross-up provisions.
|
•
|
To attract and retain high-quality executives by offering competitive compensation packages;
|
•
|
To motivate and reward executives for the attainment of financial and strategic goals, both short-term and long-term, thereby increasing the Company's value while at the same time discouraging unnecessary or excessive risk-taking; and
|
•
|
To align the interests of the executives and the shareholders by attributing a significant portion of total executive compensation to the achievement of specific short-term and long-term performance
goals set by the Compensation Committee.
|
•
|
60% on Adjusted EBITDA;
|
•
|
20% on revenue; and
|
•
|
20% on individual performance.
|
Percentage of
Criterion Achieved
|
|
Adjusted EBITDA Goal
|
|
Revenue Goal
|
||||||||
Percentage of
Target Incentive
Goal
|
|
Percentage of
Total Annual
Incentive
Paid
|
|
Percentage of
Target Incentive
Goal
|
|
Percentage of
Total Annual
Incentive
Paid
|
||||||
Below 95%
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
95%
|
|
50
|
%
|
|
30
|
%
|
|
50
|
%
|
|
10
|
%
|
100%
|
|
100
|
%
|
|
60
|
%
|
|
100
|
%
|
|
20
|
%
|
110%
|
|
125
|
%
|
|
75
|
%
|
|
125
|
%
|
|
25
|
%
|
120% or greater
|
|
150
|
%
|
|
90
|
%
|
|
150
|
%
|
|
30
|
%
|
Named Executive Officer
|
|
Target Annual Incentive
as a Percentage of Base Salary
|
Theodore H. Torbeck
|
|
100%
|
Andrew R. Kaiser
|
|
65%
|
Leigh R. Fox
|
|
100%
|
Thomas E. Simpson
|
|
100%
|
Christopher J. Wilson
|
|
100%
|
Joshua T. Duckworth
|
|
60%
|
Named Executive Officer
|
|
Total Company Revenue
|
|
Total Company Adjusted EBITDA
|
|
Individual Performance
|
|
Total Annual
Incentive Award
|
|
Total Annual Incentive Award Payment
|
Theodore H. Torbeck
|
|
86.2%
|
|
103.7%
|
|
200%
|
|
120%
|
|
$926,900
|
Andrew R. Kaiser (a)
|
|
86.2%
|
|
103.7%
|
|
120%
|
|
103%
|
|
$145,842
|
Leigh R. Fox (b)
|
|
86.2%
|
|
103.7%
|
|
200%
|
|
120%
|
|
$505,848
|
Thomas E. Simpson (b)
|
|
86.2%
|
|
103.7%
|
|
200%
|
|
120%
|
|
$385,148
|
Christopher J. Wilson
|
|
86.2%
|
|
103.7%
|
|
150%
|
|
110%
|
|
$387,546
|
Joshua T. Duckworth
|
|
86.2%
|
|
103.7%
|
|
175%
|
|
115%
|
|
$141,646
|
(a)
|
Mr. Kaiser's award reflects the total amount he earned in 2016, which includes prorated targets and the resulting payments under the Management annual incentive plan from January 1, through August 31, 2016 and the NEO annual incentive plan from September 1 through December 31, 2016.
|
(b)
|
Awards for Messrs. Fox and Simpson reflect the payout based on their prorated annual incentive targets in 2016.
|
2014-2016 Performance
Cycle
|
|
|
|
|
|
|
||||
Threshold Performance Level
|
|
Target
|
|
Superior Performance Level
|
|
Actual
Results
|
|
Percentage of Target (a)
|
||
Adjusted EBITDA
|
|
95.0%
|
|
100.0%
|
|
120.0%
|
|
99.8%
|
|
98.1%
|
Strategic Revenue
|
|
95.0%
|
|
100.0%
|
|
120.0%
|
|
105.9%
|
|
114.8%
|
Profitability
|
|
85.0%
|
|
100.0%
|
|
110.0%
|
|
96.9%
|
|
94.6%
|
(a)
|
The maximum payout for the full 3-year performance cycle is 150%.
|
1
Linear regression analysis is a statistical tool for determining the relationship between a dependent variable (in this case, target compensation levels) and an independent variable (in this case, revenue). The technique correlates median predicted pay for companies by taking into consideration their revenues (i.e., smaller revenue companies would have pay predicted based on their revenues rather than by a simple median of pay for all companies in the General Industry Peer Group). For each executive position whose compensation is assessed and set by the Compensation Committee (or the full Board, in the case of the Chief Executive Officer), Willis Towers Watson produces a predicted level for each pay component at the 50th percentile of companies based on Cincinnati Bell's revenues. The use of regression analysis allows the Compensation Committee to compare each executive's pay, both by pay component and in total, to the market 50th percentile of similar revenue-sized companies
|
•
|
Chief Executive Officer - 5 times base salary (as adjusted each year)
|
•
|
Other NEOs - 2 times base salary (as adjusted each year)
|
Compensation Committee Report
|
Summary Compensation Table
|
Name,
Principal Position
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($) (a)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($) (b)
|
|
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($) (c)
|
|
All Other
Compensation
($) (d)
|
|
Total
($)
|
||||||||
Theodore H. Torbeck
|
2016
|
|
775,913
|
|
|
—
|
|
|
1,995,000
|
|
|
—
|
|
|
926,900
|
|
|
—
|
|
|
10,302
|
|
|
3,708,115
|
|
Chief Executive Officer
|
2015
|
|
775,000
|
|
|
—
|
|
|
1,750,000
|
|
|
—
|
|
|
951,080
|
|
|
—
|
|
|
9,805
|
|
|
3,485,885
|
|
2014
|
|
750,000
|
|
|
—
|
|
|
1,650,000
|
|
|
—
|
|
|
928,800
|
|
|
—
|
|
|
10,200
|
|
|
3,339,000
|
|
|
Andrew R. Kaiser (e)
|
2016
|
|
249,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,842
|
|
|
—
|
|
|
6,115
|
|
|
401,467
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Leigh R. Fox (f)
|
2016
|
|
422,950
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
505,848
|
|
|
(5,949
|
)
|
|
10,600
|
|
|
1,433,449
|
|
Chief Operating Officer
|
2015
|
|
385,000
|
|
|
—
|
|
|
375,000
|
|
|
—
|
|
|
472,472
|
|
|
(8,413
|
)
|
|
10,400
|
|
|
1,234,459
|
|
2014
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
497,031
|
|
|
29,072
|
|
|
10,200
|
|
|
1,236,303
|
|
|
Thomas E. Simpson (g)
|
2016
|
|
397,384
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
589,156
|
|
|
(5,063
|
)
|
|
10,600
|
|
|
1,242,077
|
|
Chief Technology Officer
|
2015
|
|
370,000
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
248,835
|
|
|
(7,038
|
)
|
|
468
|
|
|
812,265
|
|
|
2014
|
|
241,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,051
|
|
|
26,870
|
|
|
7,139
|
|
|
420,838
|
|
Christopher J. Wilson
|
2016
|
|
354,804
|
|
|
—
|
|
|
390,000
|
|
|
—
|
|
|
822,746
|
|
|
(14,151
|
)
|
|
10,600
|
|
|
1,563,999
|
|
Vice President and General Counsel
|
2015
|
|
353,600
|
|
|
—
|
|
|
320,000
|
|
|
—
|
|
|
398,578
|
|
|
(22,106
|
)
|
|
10,400
|
|
|
1,060,472
|
|
2014
|
|
353,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,456
|
|
|
95,689
|
|
|
10,200
|
|
|
711,945
|
|
|
Joshua T. Duckworth
|
2016
|
|
206,402
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|
141,646
|
|
|
—
|
|
|
10,555
|
|
|
483,603
|
|
Vice President, Investor Relations and Controller
|
2015
|
|
206,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
121,252
|
|
|
—
|
|
|
8,165
|
|
|
435,417
|
|
2014
|
|
200,000
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
109,840
|
|
|
—
|
|
|
9,636
|
|
|
394,476
|
|
(a)
|
The 2016 amounts reflect the grant-date fair value of the restricted stock units (25% of award) and the performance stock units (75% of award) issued in 2016 to Messrs. Torbeck, Fox, Simpson, Wilson and Duckworth for the 2016-2018 performance cycle. The 2015 amounts reflect the grant-date fair value of the performance stock units issued in 2015 to Messrs. Torbeck, Fox, Simpson, Wilson and Duckworth for the 2015-2017 performance cycle. The 2014 amounts reflect the grant-date fair value of the performance stock units issued in 2014 to Messrs. Torbeck, Fox and Duckworth for the 2014-2016 performance cycle. All amounts assume payout at target. For further discussion of these awards, see Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. The table below shows the amounts if the maximum payout is earned based on the stock price at date of grant.
|
|
|
Stock Awards ($)
|
|||||||
Name
|
|
2016
|
|
2015
|
|
2014
|
|||
Theodore H. Torbeck
|
|
2,743,125
|
|
|
2,625,000
|
|
|
2,475,000
|
|
Andrew R. Kaiser
|
|
—
|
|
|
—
|
|
|
—
|
|
Leigh R. Fox
|
|
687,500
|
|
|
562,500
|
|
|
525,000
|
|
Thomas E. Simpson
|
|
343,750
|
|
|
300,000
|
|
|
—
|
|
Christopher J. Wilson
|
|
536,250
|
|
|
480,000
|
|
|
—
|
|
Joshua T. Duckworth
|
|
171,875
|
|
|
150,000
|
|
|
112,500
|
|
(b)
|
Non-equity incentive plan compensation represents amounts earned for annual performance-based cash incentives and long-term incentive performance plan cash-settled awards. The table below shows the amounts earned for each of these awards:
|
Name
|
|
Year
|
|
Annual Performance-Based Cash Incentive ($)
|
|
Long-Term Cash-Settled Performance Units ($) (1)
|
|
Total ($)
|
|||
Theodore H. Torbeck
|
|
2016
|
|
926,900
|
|
|
—
|
|
|
926,900
|
|
|
|
2015
|
|
951,080
|
|
|
—
|
|
|
951,080
|
|
|
|
2014
|
|
928,800
|
|
|
—
|
|
|
928,800
|
|
Andrew R. Kaiser
|
|
2016
|
|
145,842
|
|
|
—
|
|
|
145,842
|
|
Leigh R. Fox
|
|
2016
|
|
505,848
|
|
|
—
|
|
|
505,848
|
|
|
|
2015
|
|
472,472
|
|
|
—
|
|
|
472,472
|
|
|
|
2014
|
|
419,440
|
|
|
77,591
|
|
|
497,031
|
|
Thomas E. Simpson
|
|
2016
|
|
385,148
|
|
|
204,008
|
|
|
589,156
|
|
|
|
2015
|
|
248,835
|
|
|
—
|
|
|
248,835
|
|
|
|
2014
|
|
145,051
|
|
|
—
|
|
|
145,051
|
|
Christopher J. Wilson
|
|
2016
|
|
387,546
|
|
|
435,218
|
|
|
822,764
|
|
|
|
2015
|
|
398,578
|
|
|
—
|
|
|
398,578
|
|
|
|
2014
|
|
252,456
|
|
|
—
|
|
|
252,456
|
|
Joshua T. Duckworth
|
|
2016
|
|
141,646
|
|
|
—
|
|
|
141,646
|
|
|
|
2015
|
|
121,252
|
|
|
—
|
|
|
121,252
|
|
|
|
2014
|
|
109,840
|
|
|
—
|
|
|
109,840
|
|
(1)
|
The amounts shown above for long-term cash-settled performance units earned by Mr. Fox represent the amounts earned in 2014 and paid in 2015 for the 2012-2014 performance cycle related to cash-payment performance awards granted in January 2012. The amounts shown above for long-term cash-settled performance units earned by Messrs. Simpson and Wilson represent the amounts earned in 2016 and paid in 2017 for the 2014-2016 performance cycle related to cash-payment performance awards granted in January 2014.
|
(c)
|
The amounts shown in this column for Messrs. Fox, Simpson and Wilson represent the one-year change in the value of their qualified defined benefit plan and nonqualified excess plan for 2016, 2015 and 2014, respectively, projected forward to age 65 for each executive with interest credited at 4.0%, and then discounted back to the respective year at the discount rate (4.0% for 2016, 3.8% for 2015 and 3.4% for 2014) required under Accounting Standards Codification Topic ("ASC") 960. The present value of the accrued pension benefits decreased in 2016 primarily due to an increase in the applicable discount rate. The Company froze participation in its qualified pension plan for management employees in 2009; therefore, Messrs. Torbeck, Kaiser and Duckworth are not entitled to any benefits under this plan. None of the executives receive any preferential treatment or above-market interest under the Company's retirement plans.
|
(d)
|
For each NEO, the amount represents the Company's 401(k) match. Under the terms of the Cincinnati Bell Inc. Retirement Savings Plan, the Company's matching contribution is equal to 100% on the first 3% and 50% on the next 2% of contributions made to the plan by the participant. Eligible compensation generally includes base wages plus any annual incentive paid to eligible participants. For 2016, the maximum Company matching contribution is $10,600.
|
(e)
|
Mr. Kaiser was appointed Chief Financial Officer on September 1, 2016.
|
(f)
|
Mr. Fox was appointed President and Chief Operating Offer on September 1, 2016.
|
(g)
|
Mr. Simpson was appointed Chief Technology Officer of Cincinnati Bell Telephone Company, LLC on July 31, 2014. Mr. Simpson was named Chief Technology Officer of the Company on January 27, 2015.
|
Grants of Plan-Based Awards
|
Name
|
|
Grant
Date
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (a)
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards (b)
|
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#) (c)
|
|
All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Closing
Price of
Company
Shares
on Grant
Date
($/Sh)
|
|
Grant Date
Fair Value
of Stock
Based
Awards
($) (d)
|
||||||||||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||||||||||
Theodore H. Torbeck
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,422
|
|
|
96,845
|
|
|
145,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
1,496,250
|
|
Restricted stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,281
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
498,750
|
|
Annual cash incentive
|
|
|
|
387,500
|
|
|
775,000
|
|
|
1,162,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Andrew R. Kaiser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Annual cash incentive
|
|
|
|
70,529
|
|
|
141,058
|
|
|
211,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Leigh R. Fox
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,136
|
|
|
24,272
|
|
|
36,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
375,000
|
|
Restricted stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,090
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
125,000
|
|
Annual cash incentive
|
|
|
|
211,475
|
|
|
422,950
|
|
|
634,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Thomas E. Simpson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,068
|
|
|
12,136
|
|
|
18,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
187,500
|
|
Restricted stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,045
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
62,500
|
|
Annual cash incentive
|
|
|
|
161,015
|
|
|
322,030
|
|
|
483,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Christopher J. Wilson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,466
|
|
|
18,932
|
|
|
28,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
292,500
|
|
Restricted stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,310
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
97,500
|
|
Annual cash incentive
|
|
|
|
176,800
|
|
|
353,600
|
|
|
530,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Joshua T. Duckworth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,034
|
|
|
6,068
|
|
|
9,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
93,750
|
|
Restricted stock units
|
|
1/28/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,022
|
|
|
—
|
|
|
—
|
|
|
$
|
15.45
|
|
|
31,250
|
|
Annual cash incentive
|
|
|
|
61,800
|
|
|
123,600
|
|
|
184,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
The annual cash incentive amounts for Messrs. Kaiser, Fox and Simpson reflect their prorated targets for 2016.
|
(b)
|
Amounts reflect shares issuable under performance stock units awarded in 2016. Performance will be measured based on achievement of the defined targets over the three-year period 2016-2018. See pages 25 - 26 for further details. For further discussion of assumptions and valuation, refer to Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
(c)
|
Restricted stock units were awarded in 2016 as part of the long-term incentive award. The restricted stock units vest on the 3
rd
anniversary of the grant date.
|
(d)
|
This amount is equal to the dollar amount of the restricted stock units awarded in 2016 and the dollar value target number of performance stock units awarded in 2016 based on the Company's closing stock price on the date of grant of $15.45.
|
Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
|
Outstanding Equity Awards at Fiscal Year End
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Option (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Option (#)
Unexercisable
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date (a)
|
|
Number of
Shares or
Units of
Stocks
That
Have Not
Vested
(#) (b)
|
|
Market
Value of
Shares or
Units of
Stocks
That
Have Not
Vested
($) (b)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) (c)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units or Other
Rights That
Have Not
Vested
($) (d)
|
|||||||||
Theodore H. Torbeck
|
23,877
|
|
|
—
|
|
|
—
|
|
|
23.75
|
|
|
1/31/2023
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
32,281
|
|
|
721,480
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
454,212
|
|
|
10,151,638
|
|
|||||
Andrew R. Kaiser
|
666
|
|
|
335
|
|
|
—
|
|
|
17.05
|
|
|
10/23/2024
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
9,708
|
|
|
216,974
|
|
|||||
Leigh R. Fox
|
300
|
|
|
—
|
|
|
—
|
|
|
14.55
|
|
|
1/29/2020
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
8,090
|
|
|
180,812
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
102,308
|
|
|
2,286,573
|
|
|||||
Thomas E. Simpson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
4,045
|
|
|
90,406
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
37,619
|
|
|
840,773
|
|
|||||
Christopher J. Wilson
|
19,102
|
|
|
—
|
|
|
—
|
|
|
23.75
|
|
|
1/31/2023
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
6,310
|
|
|
141,029
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
59,465
|
|
|
1,329,032
|
|
|||||
Joshua T. Duckworth
|
360
|
|
|
—
|
|
|
—
|
|
|
12.40
|
|
|
8/23/2020
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
2,022
|
|
|
45,192
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
25,130
|
|
|
561,644
|
|
(a)
|
All options granted are for a maximum period of ten years from the date of grant and vest over a three-year period.
|
(b)
|
Amounts in the column include the restricted stock units granted on January 28, 2016 as part of the 2016-2018 long-term incentive award and vest three years from the date of grant. The value is based on the closing price of the Company's common shares as of December 30, 2016 ($22.35).
|
(c)
|
Amounts in the column include the performance stock units granted for the 2014
-
2016 performance cycle, for the 2015
-
2017 performance cycle, and for the 2016
-
2018 performance cycle
.
All performance stock units are shown at the maximum level of payout.
|
(d)
|
Assuming the maximum number of stock units is earned, amounts represent the equity incentive plan awards not yet vested. The value is based on the closing price of the Company's common shares as of December 30, 2016 ($22
.
35).
|
Option Exercises and Stock Vested
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares
Acquired on Exercise
(#) (a)
|
|
Value Realized
on Exercise
($) (a)
|
|
Number of Shares
Acquired on Vesting
(#) (b)
|
|
Value Realized on
Vesting
($) (c)
|
||||
Theodore H. Torbeck
|
|
—
|
|
|
—
|
|
|
16,214
|
|
|
268,280
|
|
Andrew R. Kaiser
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Leigh R. Fox
|
|
—
|
|
|
—
|
|
|
7,094
|
|
|
109,602
|
|
Thomas E. Simpson
|
|
—
|
|
|
—
|
|
|
2,427
|
|
|
37,497
|
|
Christopher J. Wilson
|
|
—
|
|
|
—
|
|
|
4,354
|
|
|
67,269
|
|
Joshua T. Duckworth
|
|
—
|
|
|
—
|
|
|
1,517
|
|
|
23,438
|
|
(a)
|
No NEOs exercised stock options or share-settled stock appreciation rights in 2016.
|
(b)
|
The amount shown for Mr. Torbeck represents vesting of one-third of the restricted shares granted on January 2, 2013 and shares issued on January 28, 2016 upon vesting of long-term performance plan awards. The amounts shown for Messrs. Fox, Simpson, Wilson and Duckworth represent shares issued on January 28, 2016 upon vesting of long-term performance plan awards under the 2013-2015 performance period.
|
(c)
|
The amounts represent the value realized upon vesting based on the closing price of a share of our common stock on the respective vesting dates. For Mr. Torbeck, the vesting date of his restricted share award was 10,772 shares on January 4, 2016 ($17.10). For Messrs. Torbeck, Fox, Simpson, Wilson and Duckworth, the vesting date of their long-term performance plan awards under the 2013-2015 performance period was January 28, 2016 ($15.45).
|
Name
|
|
Plan Name
|
|
Number of
Years Credited
Service
(#) (a)
|
|
Present Value
of Accumulated
Benefit
($) (b)(c)
|
|
Payments
During
Last Fiscal
Year ($)
|
|||
Leigh R. Fox
|
|
Qualified Defined Benefit Plan (d)
|
|
9
|
|
|
91,648
|
|
|
—
|
|
|
|
Non-Qualified Excess Plan (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
|
|
91,648
|
|
|
|
||
Thomas E. Simpson
|
|
Qualified Defined Benefit Plan (d)
|
|
8
|
|
|
80,530
|
|
|
—
|
|
|
|
Non-Qualified Excess Plan (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
|
|
80,530
|
|
|
|
||
Christopher J. Wilson
|
|
Qualified Defined Benefit Plan (d)
|
|
10
|
|
|
283,096
|
|
|
—
|
|
|
|
Non-Qualified Excess Plan (e)
|
|
10
|
|
|
120,160
|
|
|
—
|
|
|
|
Total
|
|
|
|
403,256
|
|
|
|
(a)
|
This column reflects years of credited service under the plans rather than actual years of service with the Company, which are higher for each of the NEOs noted. Participants were no longer credited years of service upon the freezing of pension benefits.
|
(b)
|
Amounts in this column represent the accumulated benefit obligations computed using the same assumptions as used for financial reporting purposes, described in more detail in Note 9 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
(c)
|
If any of the above-identified executive officers had retired on December 31, 2016, they would have been entitled to a benefit based on the balance then credited to them, without any reduction, under the Management Pension Plan (both the tax-qualified defined benefit plan portion and the non-qualified excess plan portion) as of that date. They may elect a lump-sum or equivalent annuity form of payment subject to any payment restrictions in place due to the funding status.
|
(d)
|
Management Pension Plan.
|
(e)
|
Nonqualified ERISA Excess Provisions of the Management Pension Plan.
|
Nonqualified Deferred Compensation
|
Name
|
|
Executive
Contributions
($)
|
|
Company
Contributions
($)
|
|
Aggregate
Earnings
($) (a)
|
|
Aggregate
Withdrawals/
Distributions
($) (b)
|
|
Aggregate Balance
at December 31, 2016
($)
|
|||||
Theodore H. Torbeck
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Andrew R. Kaiser
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Leigh R. Fox
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas E. Simpson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Christopher J. Wilson
|
|
—
|
|
|
—
|
|
|
3,060
|
|
|
464,940
|
|
|
—
|
|
Joshua T. Duckworth
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
For Mr. Wilson, the amount shown includes the difference between the closing price of the Company's stock ($18.00) on December 31, 2015 and the closing price of the Company's stock on November 7, 2016 ($17.90) with respect to deferrals made prior to 2016.
|
(b)
|
For Mr. Wilson, the amount shown includes the value of his account balance that was distributed on November 7, 2016 in conjunction with the termination of the Cincinnati Bell Inc. Executive Deferred Compensation Plan as approved by the Board on October 20, 2015.
|
Potential Payments upon Termination of Employment or a Change in Control
|
Name
|
|
Executive Payment on Termination
|
|
Involuntary
Not for
Cause
Termination
($)
|
|
Change in
Control
($)
|
|
Death
($)
|
|
Disability
($)
|
||||
Theodore H. Torbeck
|
|
Base Salary
|
|
1,550,000
|
|
|
2,317,250
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
2,317,250
|
|
|
926,900
|
|
|
926,900
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
4,603,295
|
|
|
6,767,759
|
|
|
6,767,759
|
|
|
6,767,759
|
|
|
|
Long-Term Incentives — Restricted Stock Units
|
|
—
|
|
|
721,480
|
|
|
222,500
|
|
|
222,500
|
|
|
|
Basic Benefits (b)
|
|
23,369
|
|
|
23,369
|
|
|
—
|
|
|
23,369
|
|
|
|
Total
|
|
6,176,664
|
|
|
12,147,108
|
|
|
7,917,159
|
|
|
7,940,528
|
|
Andrew R. Kaiser
|
|
Base Salary
|
|
600,000
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
487,500
|
|
|
145,842
|
|
|
145,842
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
144,649
|
|
|
144,649
|
|
|
144,649
|
|
|
144,649
|
|
|
|
Long Term Incentives - Options
|
|
1,776
|
|
|
1,776
|
|
|
1,776
|
|
|
1,776
|
|
|
|
Basic Benefits
|
|
30,111
|
|
|
30,111
|
|
|
—
|
|
|
30,111
|
|
|
|
Total
|
|
776,536
|
|
|
1,414,036
|
|
|
292,267
|
|
|
322,378
|
|
Leigh R. Fox
|
|
Base Salary
|
|
1,000,000
|
|
|
1,250,000
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
1,250,000
|
|
|
505,848
|
|
|
505,848
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
981,925
|
|
|
1,524,382
|
|
|
1,524,382
|
|
|
1,524,382
|
|
|
|
Long-Term Incentives — Restricted Stock Units
|
|
—
|
|
|
180,812
|
|
|
55,761
|
|
|
55,761
|
|
|
|
Basic Benefits (b)
|
|
31,475
|
|
|
31,475
|
|
|
—
|
|
|
31,475
|
|
|
|
Total
|
|
2,013,400
|
|
|
4,236,669
|
|
|
2,085,991
|
|
|
2,117,466
|
|
Thomas E. Simpson
|
|
Base Salary
|
|
900,000
|
|
|
1,125,000
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
1,125,000
|
|
|
385,148
|
|
|
385,148
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
477,642
|
|
|
748,859
|
|
|
748,859
|
|
|
748,859
|
|
|
|
Long-Term Incentives — Restricted Stock Units
|
|
—
|
|
|
90,406
|
|
|
27,881
|
|
|
27,881
|
|
|
|
Basic Benefits (b)
|
|
29,704
|
|
|
29,704
|
|
|
—
|
|
|
29,704
|
|
|
|
Total
|
|
1,407,346
|
|
|
3,118,969
|
|
|
1,161,888
|
|
|
1,191,592
|
|
Christopher J. Wilson
|
|
Base Salary
|
|
707,200
|
|
|
884,000
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
884,000
|
|
|
387,546
|
|
|
387,546
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
864,677
|
|
|
1,287,807
|
|
|
1,287,807
|
|
|
1,287,807
|
|
|
|
Long-Term Incentives — Restricted Stock Units
|
|
—
|
|
|
141,029
|
|
|
43,492
|
|
|
43,492
|
|
|
|
Basic Benefits (b)
|
|
31,010
|
|
|
31,010
|
|
|
—
|
|
|
31,010
|
|
|
|
Total
|
|
1,602,887
|
|
|
3,227,846
|
|
|
1,718,845
|
|
|
1,749,855
|
|
Joshua T. Duckworth
|
|
Base Salary
|
|
412,000
|
|
|
515,000
|
|
|
—
|
|
|
—
|
|
|
|
Annual Incentive Target Opportunity
|
|
—
|
|
|
309,000
|
|
|
141,646
|
|
|
141,646
|
|
|
|
Long-Term Incentives — Performance-Based Units (a)
|
|
238,810
|
|
|
374,430
|
|
|
374,430
|
|
|
374,430
|
|
|
|
Long-Term Incentives — Restricted Stock Units
|
|
—
|
|
|
45,192
|
|
|
13,937
|
|
|
13,937
|
|
|
|
Basic Benefits (b)
|
|
30,113
|
|
|
30,113
|
|
|
—
|
|
|
30,113
|
|
|
|
Total
|
|
680,923
|
|
|
1,273,735
|
|
|
530,013
|
|
|
560,126
|
|
(a)
|
Performance-based units include shares and cash awards that are based on the attainment of target performance metrics in the 2017 performance year. These awards have been included in the table at target; however, the actual payouts based on attainment of the metrics could range from zero to 150% of the target amount.
|
(b)
|
Basic benefits consist of medical, dental, vision and group term life insurance similar to such benefits provided by the Company to other employees. In June 2014, the Company changed the benefits under the long-term disability plan to include continuation of benefits for up to 24 months after the date of disability.
|
Item 2 - Recommendation of the Frequency of Advisory Vote Regarding Company's Executive Officers' Compensation
|
•
|
1 YEAR or
|
•
|
2 YEARS or
|
•
|
3 YEARS.”
|
Item 3 - Advisory Approval of the Company's Executive Officers' Compensation
|
Item 4 - Approval of the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan
|
Item 5 - Approval of the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors
|
Equity Compensation Plan Information
|
Plan Category
|
|
Number of securities to be issued upon exercise of stock, options, awards, warrants and rights (a)
|
|
Weighted-average exercise price of outstanding stock options, awards, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
|
|
|||
Equity compensation plans approved by security holders
|
|
1,444,549
|
|
(1)
|
17.06
|
|
|
867,430
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
31,043
|
|
(2)
|
—
|
|
|
—
|
|
|
Total
|
|
1,475,592
|
|
|
17.06
|
|
|
867,430
|
|
(3)
|
(1)
|
Includes 389,516 outstanding stock options not yet exercised, 105,815 shares of time-based restricted stock units, and 954,218 shares of performance-based awards, restrictions on which have not expired as of December 31, 2016. Awards were granted under various incentive plans approved by Cincinnati Bell shareholders. There were no outstanding unexercised share-settled stock appreciation rights. The number of performance-based shares assumes the maximum awards that can be earned if the performance conditions are achieved.
|
(2)
|
The shares to be issued relate to deferred compensation in the form of previously received special awards and annual awards to non-employee directors pursuant to the “Deferred Compensation Plan for Outside Directors.” From 1997 through 2004, the directors received an annual award of phantom stock equivalent to a number of common shares. For years beginning after 2004, the annual award is the equivalent of 1,200 common shares. As a result of a plan amendment effective as of January 1, 2005, upon termination of Board service, non-employee directors are required to take distribution of all annual phantom stock awards in cash. The number of actual shares of common stock to be issued pursuant to the plan as of December 31, 2016 is approximately 2,300. This plan also provides that no awards are payable until such non-employee director completes at least five years of active service as a non-employee director, except if he or she dies while serving as a member of the Board of Directors.
|
(3)
|
If the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan, being voted upon at the 2017 Annual Meeting is approved by the shareholders, an additional 2,700,000 securities will be available for issuance under equity compensation plans approved by shareholders. In addition, if the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors being voted upon at the 2017 Annual Meeting is approved by the shareholders, an additional 350,000 securities will be available for issuance under equity compensation plans approved by shareholders.
|
Audit Matters
|
Audit and Finance Committee Report
|
Other Audit Information
|
|
|
2016
|
|
2015
|
||||
Audit fees
|
|
$
|
1,279,480
|
|
|
$
|
1,367,800
|
|
Audit related fees
|
|
164,250
|
|
|
500,604
|
|
||
Tax fees
|
|
7,363
|
|
|
2,700
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,451,093
|
|
|
$
|
1,871,104
|
|
Item 6 - Ratification of Appointment of Independent Registered Public Accounting Firm
|
Questions and Answers about the Proxy Materials and the Annual Meeting
|
A1:
|
The election of nine directors to serve a one-year term ending in 2018;
|
A2:
|
The recommendation, by non-binding advisory vote, of the frequency of the advisory vote regarding our executive officers' compensation;
|
A3:
|
The approval, by non-binding advisory vote, of our executive officers' compensation;
|
A4:
|
The approval of the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan;
|
A5:
|
The approval of the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors; and
|
A6:
|
The ratification of the appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm to audit the financial statements of the Company for the year 2017.
|
•
|
“FOR” each of the nominees to the Board;
|
•
|
For "1 YEAR" as the recommendation, by non-binding advisory vote, of the frequency of the advisory vote regarding our executive officers' compensation;
|
•
|
“FOR” the advisory approval, by non-binding advisory vote, of our executive officers' compensation;
|
•
|
“FOR” the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan;
|
•
|
“FOR” the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors; and
|
•
|
“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm to audit the financial statements of the Company for the year
2017
.
|
Communications and Other Shareholder's Proposals
|
Corporate Governance Document
|
|
Website
|
Audit and Finance Committee Charter
|
|
www.cincinnatibell.com/about-us/governance/af-charter
|
Compensation Committee Charter
|
|
www.cincinnatibell.com/about-us/governance/compensation-committee-charter
|
Governance and Nominating Committee
Charter
|
|
www.cincinnatibell.com/about-us/governance/gn-committee-charter
|
Code of Business Conduct
|
|
www.cincinnatibell.com/about-us/governance/code-of-conduct
|
Code of Ethics for Senior Financial
Officers
|
|
www.cincinnatibell.com/about-us/governance/code-of-ethics
|
Code of Ethics for Directors
|
|
www.cincinnatibell.com/about-us/governance/code-of-ethics
|
Corporate Governance Guidelines
|
|
www.cincinnatibell.com/about-us/governance/corporate-governance-guidelines
|
|
|
By Order of the Board of Directors
|
|
|
Connie M. Vogt
|
|
|
Corporate Secretary
|
|
|
|
March 24, 2017
|
|
|
Schedule 1
|
A.O. Smith
|
Cloud Peak Energy
|
Harsco
|
Aaron's
|
Columbia Sportswear
|
Herman Miller
|
Acuity Brands
|
Convergys
|
Hexcel
|
Advanced Drainage Systems
|
Cooper Standard Automotive
|
HNI
|
Alexion Pharmaceuticals
|
Covance
|
HNTB
|
Allegion
|
Cubic
|
Houghton Mifflin Harcourt Publishing
|
American Crystal Sugar
|
Curtiss-Wright
|
Husky Injection Molding Systems*
|
Americas Styrenics
|
Cytec Industries
|
ICF International
|
Ansell
|
Day & Zimmermann
|
IDEX Corporation
|
Arby's Restaurant Group
|
Deluxe
|
IDEXX Laboratories
|
Arcadis*
|
Dematic Corporation*
|
IMS Health
|
Armstrong World Industries
|
Dentsply
|
Intelsat
|
Arup USA*
|
Donaldson
|
Intercontinental Hotels Group*
|
Avintiv
|
DST Systems
|
International Flavors & Fragrances
|
Blount International
|
E.W. Scripps
|
International Game Technology
|
BMC Software
|
Eastman Kodak
|
Irvine
|
Bob Evans Farms
|
Edwards Lifesciences
|
ITT Corporation
|
Brady
|
Endo
|
Jack in the Box
|
Brembo*
|
Equifax
|
K. Hovnanian Companies
|
Brickman Group
|
Equity Office Properties
|
Kate Spade & Company
|
Broadridge Financial Solutions
|
ESCO
|
KB Home
|
C.R. Bard
|
Esterline Technologies
|
Kennametal
|
Capsugel
|
FOCUS Brands
|
Keysight Technologies
|
Carmeuse North America Group*
|
G&K Services
|
Lincoln Electric
|
Carpenter Technology
|
GAF Materials
|
LinkedIn
|
Catalent Pharma Solutions
|
General Atomics
|
Magellan Midstream Partners
|
CDK Global
|
Graco
|
Martin Marietta Materials
|
Chemtura
|
Granite Construction
|
Matthews International
|
Children's Place
|
H.B. Fuller
|
Navigant Consulting
|
Clearwater Paper Corporation
|
Halyard Health
|
NBTY
|
Nortek
|
Select Comfort
|
Tupperware Brands
|
Nu Skin Enterprises
|
ServiceMaster Company
|
UBM*
|
Nuance Communications
|
Sigma-Aldrich
|
Underwriters Laboratories
|
Outerwall
|
Solenis
|
Unisys
|
PAREXEL
|
Spirit Airlines
|
United Launch Alliance
|
Parsons
|
Steelcase
|
Vectrus
|
Plexus
|
SunCoke Energy
|
Ventura Foods
|
Rackspace
|
SunGard Data Systems
|
Verint Systems
|
Rayonier Advanced Materials
|
TeleTech
|
Vesuvius*
|
Recreational Equipment
|
Tempur Sealy
|
Vulcan Materials
|
Regal-Beloit
|
Teradata
|
Walter Energy
|
Revlon
|
Timken
|
Wendy's Group
|
Rowan Companies
|
TimkenSteel
|
West Pharmaceutical Services
|
SAS Institute
|
Toro
|
WhiteWave Foods
|
Scholastic
|
Total System Services (TSYS)
|
Wilsonart
|
Schwan Food Company
|
Tribune Media
|
YP
|
Scotts Miracle-Gro
|
Tribune Publishing
|
|
Scripps Networks Interactive
|
Tronox
|
|
Schedule 2
|
ATN International, Inc.
|
Shenandoah Telecommunications
|
Centurylink, Inc.
|
Spok Holdings, Inc.
|
Consolidated Communications Holdings, Inc.
|
Telephone & Data Systems Inc.
|
EarthLink Holdings Corp.
|
Time Warner Inc.
|
Fairpoint Communications, Inc.
|
T-Mobile US, Inc.
|
Frontier Communications Corporation
|
United States Cellular Corp.
|
General Communications Inc.
|
Vonage Holdings Corp.
|
IDT Corporation
|
Windstream Corp.
|
Level 3 Communications Inc.
|
Zayo Group Holdings, Inc.
|
SBA Communications Corp.
|
|
Appendix I
|
|
|
By:
|
|
|
|
Title:
|
|
Appendix II
|
|
|
By:
|
|
|
|
Title:
|
|
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
M84523-P60786-Z64914
|
KEEP THIS PORTION FOR YOUR RECORDS
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
|