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Frontier Communications Parent, Inc. Proxy Solicitation & Information Statement 2012

Mar 26, 2012

30642_rns_2012-03-26_9c954a28-8d3e-41d9-b5cb-ab607ae77adc.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 c68718_defa14a.htm

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 S

Filed by a Party other than the Registrant £

Check the appropriate box:

£ Preliminary Proxy Statement
£ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£ Definitive Proxy Statement
S Definitive Additional Materials
£ Soliciting Material Under Rule 14a-12

FRONTIER COMMUNICATIONS CORPORATION

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

S No fee required.

£ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

£ 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.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2012.

FRONTIER COMMUNICATIONS CORPORATION Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 13, 2012
Date: May 9, 2012 Time: 10:00 AM EDT
FRONTIER COMMUNICATIONS CORPORATION 3 HIGH RIDGE PARK STAMFORD, CT 06905 Location: FRONTIER COMMUNICATIONS CORPORATION 3 HIGH RIDGE PARK STAMFORD, CT 06905
You are receiving this communication because
you hold shares in the above named company. 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.

M39739-P23409

How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (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 1-877-784-2399)
3) BY E-MAIL* : [email protected]
* 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 XXXX XXXX XXXX (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 25, 2012 to facilitate timely delivery.
THIS IS NOT A BALLOT
How To Vote
Please Choose One of the Following Voting Methods

| Vote In Person: Many shareholder meetings have
attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. — Vote By Internet: To vote
now by Internet, go to www.proxyvote.com. Have the information that is printed
in the box marked by the arrow |
| --- |
| 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. |

M39740-P23409

Voting Items
The Board of Directors recommends that you vote FOR the following:
1.
Nominees:
01) Leroy T. Barnes, Jr. 07) Howard L. Schrott
02) Peter C.B. Bynoe 08) Larraine D. Segil
03) Jeri B. Finard 09) Mark Shapiro
04) Edward Fraioli 10) Myron A. Wick, III
05) James S. Kahan 11) Mary Agnes Wilderotter
06) Pamela D.A. Reeve
The Board of Directors recommends you vote FOR the following proposal:
2. To consider and vote upon an advisory proposal to approve executive compensation.
The Board of Directors recommends you vote AGAINST the following proposal:
3. To consider and vote upon a stockholder proposal regarding independent chairman, if presented at the meeting.
The Board of Directors recommends you vote AGAINST the following proposal:
4. To consider and vote upon a stockholder proposal regarding arbitration of stockholder suits, if presented at the meeting.
The Board of Directors recommends you vote FOR the following proposal:
5. To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2012.

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

M39741-P23409

M39742-P23409