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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 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):
December 3, 2025
WideOpenWest,
Inc.
(Exact Name of Registrant As Specified In Its Charter)
| Delaware |
|
001-38101 |
|
46-0552948 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7887
East Belleview Avenue, Suite
1000
Englewood, CO 80111
(Address of Principal Executive Offices, including Zip Code)
(720) 479-3500
(Registrant’s telephone number, including area code)
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 |
WOW |
New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
On December 3, 2025, WideOpenWest, Inc. (the
“Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related
to the Agreement and Plan of Merger, dated as of August 11, 2025 (as it may be amended, supplemented or modified from time to time, the
“Merger Agreement”), by and among the Company, Bandit Parent, LP, a Delaware limited partnership (“Parent”), and
Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Pursuant
to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the
Merger as an indirect wholly owned subsidiary of Parent.
As
of the close of business on October 17, 2025, the record date for the Special Meeting (the “Record Date”), there were 85,703,763
shares of common stock of the Company, par value $0.01 per share (“Common
Stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 68,627,255 shares of
Common Stock, representing approximately 80.1% of the outstanding shares issued and entitled
to vote, were present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company’s stockholders
voted on the following proposals and cast their votes as described below. For more information on each of these proposals, see the definitive
proxy statement filed by the Company with the U.S. Securities and Exchange Commission on October 27, 2025.
| 1. | The proposal to adopt the Merger Agreement (the “Merger
Proposal”) was approved by the votes set forth below: |
| VOTES FOR | |
VOTES
AGAINST | |
ABSTAIN | |
BROKER
NON-VOTES |
| 63,718,549 | |
4,764,743 | |
143,963 | |
0 |
| 2 | The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its
named executive officers in connection with the Merger was approved by the votes set forth below: |
| VOTES FOR |
|
VOTES
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 59,495,436 |
|
8,941,267 |
|
190,552 |
|
0 |
The
Company’s stockholders did not vote on the proposal to approve any
adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to adopt the Merger Agreement because there
were sufficient votes to approve the Merger Proposal and such adjournment was not necessary.
No other matters were considered and voted on by the Company’s
stockholders at the Special Meeting.
Cautionary
Statement Regarding Forward-Looking Statements
Certain statements in this communication that are not historical facts
contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the proposed acquisition of WOW!
by funds affiliated with DigitalBridge Investments, LLC and Crestview Partners (the “Transaction”), including financial estimates
and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements represent
our goals, beliefs, plans and expectations about our prospects for the future and other future events. Forward-looking statements include
all statements that are not historical fact and can be identified by terms such as “may,” “intend,” “might,”
“will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,”
“estimate,” “plan,” “project,” “predict,” “potential,” “continue,”
“likely,” “target” or similar expressions or the negative of these terms or other comparable terminology
that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and
uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of
the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any
forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion
of the Transaction on anticipated terms and timing or at all, including obtaining required regulatory approvals, and the satisfaction
of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted
against DigitalBridge, Crestview, WOW! or their respective affiliates, directors, managers or officers, including the effects of any outcomes
related thereto; (iii) the risk that disruptions from the Transaction, including the diversion of management’s attention from WOW!’s
ongoing business operations, will harm WOW!’s business, including current plans and operations; (iv) the ability of WOW! to retain
and hire key personnel in light of the Transaction; (v) potential adverse reactions or changes to business relationships resulting from
the announcement or completion of the Transaction; (vi) potential business uncertainty, including changes to existing business relationships,
during the pendency of the Transaction that could affect WOW!’s financial performance; (vii) certain restrictions during the pendency
of the Transaction that may impact WOW!’s ability to pursue certain business opportunities or strategic transactions; (viii) significant
transaction costs associated with the Transaction, including the possibility that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (ix) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Transaction, including in circumstances requiring WOW! to pay a termination fee or other expenses;
(x) the risk that WOW!’s stock price may decline significantly if the Transaction is not consummated; (xi) the risks and uncertainties
pertaining to WOW!’s business, including those set forth in Part I, Item 1A of WOW!’s most recent Annual Report on Form 10-K
and Part II, Item 1A of WOW!’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded
from time to time by other reports filed by WOW! with the U.S. Securities and Exchange Commission (“SEC”); and (xii) the risks
and uncertainties that are described in the definitive proxy statement filed by the Company in connection with the Transaction. These
risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement. While the list of
factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such
list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated
in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a material impact on WOW!’s financial condition, results of
operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, WOW! cannot assure
you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as
a representation or warranty by WOW!, its directors, officers or employees or any other person that WOW! will achieve its objectives and
plans in any specified time frame, or at all. These forward-looking statements speak only as of the date they are made, and WOW! does
not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking
statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events, except as required by applicable law.
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.
| |
WIDEOPENWEST, INC. |
| |
|
| |
|
| Date: December 3, 2025 |
By: |
/s/ John Rego |
| |
|
John Rego |
| |
|
Chief Financial Officer |
