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VOLTARI CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 24, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On July 18, 2014, Koala Holding LP, the record holder of 977,136, or approximately 81.45%, of the issued and outstanding shares of 13% Redeemable Series J Preferred Stock (the "Series J Preferred Stock") of Voltari Corporation (the "Company") executed and delivered a written consent approving an amendment (the "Amendment") to Exhibit A to the Company's Amended and Restated Certificate of Incorporation, which Exhibit A sets forth the rights, privileges and restrictions granted to and imposed on the Series J Preferred Stock. Pursuant to the Amendment, the Company may declare and distribute dividends on its securities that rank junior to the Series J Preferred Stock ("Junior Shares") consisting solely of warrants or other rights to acquire newly issued Junior Shares, against the payment of a cash purchase price to the Company, without declaring or setting apart for payment dividends on the Series J Preferred Stock.

Koala Holding LP is an entity affiliated with Carl C. Icahn who, as of June 30, 2014, beneficially owns approximately 30.3% of the Company's outstanding shares of common stock, controls approximately 14.4% of the voting power of our common stock and beneficially owns approximately 95.5% of our Series J Preferred Stock. Brett M. Icahn, a director of the Company, is the son of Carl C. Icahn, and Hunter C. Gary, a director of the Company, is married to Carl C. Icahn's wife's daughter.

The Company will file an Information Statement on Schedule 14C with the Securities and Exchange Commission in connection with this Amendment, and the Amendment will take effect no earlier than 20 days after such Information Statement is first mailed to the stockholders.

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Source: Edgar Glimpses


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