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ASCENT CAPITAL GROUP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 27, 2014

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

At the Ascent Capital Group, Inc. (the "Company") annual meeting of stockholders held on May 22, 2014, the following three proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to re-elect William R. Fitzgerald and Michael J. Pohl as members of the board of directors, (2) a proposal to ratify the selection of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2014 and (3) a proposal to approve, on an advisory basis, the compensation of the Company's "named executive officers" as described in the related definitive proxy statement. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

Proposal No. 1 - The Election of Directors

Director Nominee Votes For Votes Withheld Broker Non-Votes William R. Fitzgerald 14,550,918 235,340 1,196,678 Michael J. Pohl 13,656,186 1,130,072 1,196,678

Accordingly, both Mr. Fitzgerald and Mr. Pohl were re-elected to the Company's board of directors.

Proposal No. 2 - The Auditor Ratification Proposal

Votes For Votes Against Abstentions 15,944,074 16,615 22,247

Accordingly, the auditor ratification proposal was approved.

Proposal No. 3 - The Say-On-Pay Proposal

Votes For Votes Against Abstentions Broker Non-Votes 13,239,570 421,918 1,124,770 1,196,678

Accordingly, the say-on-pay proposal was approved.



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Source: Edgar Glimpses

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