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  4. [8-K] Uniti Group Inc. Reports Material Event

Uniti Group (NASDAQ: UNIT) investors approve equity plan and annual say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Uniti Group Inc. reported that stockholders approved an increase in shares available under its 2025 Equity Incentive Plan at the 2026 annual meeting. All director nominees received strong support, each with roughly 169–170 million votes cast in favor and sizable broker non-votes.

Stockholders approved executive compensation in an advisory vote and supported holding future executive pay votes every year, with 169,336,131 votes favoring an annual frequency versus far fewer for other options. They also ratified the company’s auditor. The filing discloses that director Johannes Weber may receive from Elliott Investment Management 0.45% of its returns on Uniti if no strategic transaction occurs, or 0.90% if it does, subject to conditions.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan vote 166,790,041 votes for Advisory approval of executive compensation proposal at 2026 annual meeting
Second key proposal vote 167,544,279 votes for Stockholder proposal with 2,688,459 against and 231,112 abstentions
Say-on-pay frequency annual option 169,336,131 votes for Stockholder preference for annual advisory vote on executive compensation
Auditor ratification support 189,013,191 votes for Ratification of independent registered public accounting firm
Consulting fee without strategic deal 0.45% of returns Compensation to Johannes Weber based on Elliott’s returns if no strategic transaction
Consulting fee with strategic deal 0.90% of returns Higher compensation rate to Johannes Weber if a strategic transaction occurs
Typical director vote support ≈170,000,000 votes for Individual director elections such as Carmen Perez-Carlton
2025 Equity Incentive Plan financial
"approved an increase in the number of shares available for issuance under the Uniti Group Inc. 2025 Equity Incentive Plan"
Broker Non-Votes financial
"Votes For ... Votes Against ... Votes Abstained ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory votes to approve the compensation financial
"the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis"
strategic transaction financial
"0.45% of returns realized by Elliott if the Company does not enter into a strategic transaction or 0.90% if it does"
A strategic transaction is a deliberate business deal—such as a merger, acquisition, divestiture, joint venture or major investment—designed to change a company’s long‑term position, growth path or cost structure. Investors care because these deals can materially alter future revenue, profits and risk exposure; like rearranging pieces on a chessboard, a successful transaction can improve competitive strength and shareholder value, while a poorly executed one can harm them.
non-employee director compensation financial
"in addition to receiving non-employee director compensation from the Company, Elliott Investment Management L.P."

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FAQ

What did Uniti Group (UNIT) stockholders approve regarding the 2025 Equity Incentive Plan?
Uniti Group stockholders approved an increase in shares available under the 2025 Equity Incentive Plan. This plan governs long-term equity awards for directors, executives, and employees, and the amendment and restatement is detailed in Exhibit 10.1 referenced in the company’s recent disclosure.

How did Uniti Group (UNIT) shareholders vote on director elections at the 2026 annual meeting?
Uniti Group shareholders elected all nominated directors with strong support. For example, Carmen Perez-Carlton received 170,018,475 votes for and 310,350 against, with 135,025 abstentions and 19,123,961 broker non-votes, reflecting broad backing for the existing Board slate.

What was the say-on-pay result for Uniti Group (UNIT) executive compensation?
Shareholders gave advisory approval to Uniti Group’s named executive officer compensation. One proposal received 166,790,041 votes for, 3,448,249 against, 225,560 abstentions, and 19,123,961 broker non-votes, indicating support for the company’s executive pay program as described in its proxy materials.

How often will Uniti Group (UNIT) hold future say-on-pay votes?
Uniti Group’s Board decided to hold advisory votes on executive compensation every year. Stockholders favored an annual frequency with 169,336,131 votes, versus 79,986 for every two years and 855,009 for every three years, with 192,724 abstentions and 19,123,961 broker non-votes.

Did Uniti Group (UNIT) shareholders ratify the company’s auditor at the 2026 meeting?
Shareholders ratified the selection of Uniti Group’s independent registered public accounting firm. That proposal received 189,013,191 votes for, 391,995 against, and 182,625 abstentions, confirming continued stockholder support for the company’s external auditor for the applicable fiscal period.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2026

 

 

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-42779   85-2262564

(State or other jurisdiction

of incorporation)

  

(Commission

File Number) 

  

(IRS Employer

Identification No.)

 

2101 Riverfront Drive, Suite A

Little Rock, Arkansas

 72202
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (501) 850-0820

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock UNIT The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As noted in Item 5.07 below, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Uniti Group Inc. (the “Company”), the Company’s stockholders approved an increase in the number of shares available for issuance under the Uniti Group Inc. 2025 Equity Incentive Plan (the “Long-Term Incentive Plan”). A summary of the material terms of the Long-Term Incentive Plan is set forth on pages 22 through 26 of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2026 (the “Proxy Statement”). The summary and the foregoing description of the Long-Term Incentive Plan are qualified in their entirety by reference to the text of the Long-Term Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

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

 

The Annual Meeting was held virtually on May 21, 2026 at 8:00 a.m. (Eastern time) at www.virtualshareholdermeeting.com/UNIT2026. During the Annual Meeting, the Company’s stockholders voted on five proposals. The proposals are described in the Company’s Proxy Statement. The voting results for each of the proposals are as follows.

 

1.Election of Directors. The nine director nominees named in the Proxy Statement were elected to the Company’s Board of Directors by the following votes:

 

Name   Votes For     Votes Against     Votes Abstained     Broker Non-Votes  
Jarrett Appleby     169,974,662       352,503       136,685       19,123,961  
Scott G. Bruce     169,336,722       991,480       135,648       19,123,961  
Francis X. (“Skip”) Frantz     168,698,026       1,630,738       135,086       19,123,961  
Kenneth A. Gunderman     169,730,179       602,551       131,120       19,123,961  
Mary McLaughlin     169,177,408       1,150,320       136,122       19,123,961  
Joseph Natale     169,954,699       373,015       136,136       19,123,961  
Carmen Perez-Carlton     170,018,475       310,350       135,025       19,123,961  
Johannes Weber     169,924,886       401,318       137,646       19,123,961  
Harold Zeitz     169,954,777       369,396       139,677       19,123,961  

 

2.Approval of an Increase in the Number of Shares Available for Issuance Under the Long-Term Incentive Plan. The stockholders approved an increase of 16,750,000 shares in the number of shares available for issuance under the Long-Term Incentive Plan by the following votes:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
166,790,041    3,448,249    225,560    19,123,961 

 

3.Advisory Vote to Approve Executive Compensation. The stockholders approved an advisory non-binding resolution approving the compensation of the Company’s named executive officers by the following votes:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes 
167,544,279    2,688,459    231,112    19,123,961 

 

4.Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation. The stockholders recommended, on an advisory non-binding basis, that the Company hold future advisory votes on executive compensation every year by the following votes:

 

Every Year   Every Two Years   Every Three Years   Votes Abstained   Broker Non-Votes 
169,336,131    79,986    855,009    192,724    19,123,961 

 

 

 

 

Consistent with the stockholders’ advisory vote, the Company’s Board of Directors has determined that the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2032.

 

5.Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accountant. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for 2026 by the following votes:

 

Votes For   Votes Against   Votes Abstained 
 189,013,191    391,995    182,625 

  

As disclosed in the Proxy Statement, in addition to receiving non-employee director compensation from the Company, Elliott Investment Management L.P. (“Elliott”) and Johannes Weber have entered into a consulting arrangement whereby Mr. Weber is eligible to receive additional compensation from Elliott in connection with his service on the Company’s Board of Directors. Mr. Weber’s compensation under the consulting agreement is based upon, among other things, returns realized by Elliott from their investment in the Company. Mr. Weber’s compensation will be equal to 0.45% of returns realized by Elliott if the Company does not enter into a strategic transaction or 0.90% if it does, subject to a number of conditions in the consulting agreement that could result in a lower payout.

 

Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
 Number		   Description
10.1   Uniti Group Inc. 2025 Equity Incentive Plan, as amended and restated February 26, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UNITI GROUP INC.
     
  By: /s/ Daniel L. Heard
  Name: Daniel L. Heard
  Title: Senior Executive Vice President – General Counsel and Secretary

 

Date: May 22, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

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