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

MEDIACOM COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		0-29227		06-1566067
(State of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)

Registrant’s telephone number: (845) 695-2600

     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:

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

     On June 18, 2010, we held our annual meeting of stockholders to: (i) elect six directors to serve for a term of one year; (ii) approve our 2010 Employee Stock Purchase Plan; and (iii) ratify the selection of our independent auditors for the year ending December 31, 2010.

     With respect to the election of the director nominees, the number of votes cast for and against, and the number of broker non-votes, are set forth in the following table:

		For				Withheld				Broker-Non-Votes
Rocco B. Commisso			291,788,365				9,633,820				4,679,092
Mark E. Stephan			285,884,142				15,538,043				4,679,092
Thomas V. Reifenheiser			300,194,738				1,227,447				4,679,092
Natale S. Ricciardi			300,212,268				1,209,917				4,679,092
Scott W. Seaton			299,587,937				1,834,248				4,679,092
Robert L. Winikoff			287,045,109				14,377,076				4,679,092

Each nominee was elected and will serve for a term of one year and until his successor is elected and qualified.

     With respect to the proposal to approve our 2010 Employee Stock Purchase Plan, the number of votes cast for and against, and the number of abstentions and broker non-votes, are set forth in the following table:

		For				Against				Abstain				Broker-Non-Votes
				300,068,463			1,182,436				171,286				4,679,092
Our 2010 Employee Stock Purchase Plan was approved by our stockholders.
With respect to the proposal to ratify the selection of PricewaterhouseCoopers L.L.P. as our independent auditors for the year ending December 31, 2010, the number of votes cast for and against, and the number of abstentions and broker non-votes, are set forth in the following table:
		For				Against				Abstain				Broker-Non-Votes
				306,051,500			49,624				153				0

The selection of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2010 was ratified by our stockholders.

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.

Dated: June 23, 2010