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): June 426, 2012

Knology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-32647		58-2424258
(State or other jurisdiction of incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(IRS Employer Identification No.)

1241 O. G. Skinner Drive

West Point, Georgia

31833

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (706) 645-8553

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 (see General Instruction A.2. below):

¨	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))

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~As previously~~(a) ~~disclosed, on April 18, 2012,~~ Knology, Inc. (the “~~Knology~~Company”) ~~entered~~held ~~into~~a anspecial ~~Agreement~~meeting ~~and~~of ~~Plan~~stockholders ofon ~~Merger~~June 26, 2012 (the “~~Merger~~Special ~~Agreement~~Meeting”). ~~with~~According ~~WideOpenWest~~to ~~Finance,~~the ~~LLC,~~report aof ~~Delaware~~the ~~limited~~inspector ~~liability company~~of ~~(“WOW”)~~election, ~~and~~at ~~Kingston~~the ~~Merger~~Special ~~Sub,~~Meeting ~~Inc~~the Company’s stockholders approved the two proposals described below., Stockholder action on a ~~wholly-owned~~third ~~subsidiary~~proposal, ofto ~~WOW~~approve ~~(“Merger~~one ~~Sub”),~~or ~~pursuant~~more toadjournments ~~which~~of the Special Meeting, ~~among~~if ~~other~~necessary ~~things~~or appropriate, ~~Merger~~including adjournments ~~Sub~~to ~~will~~permit befurther ~~merged~~solicitation ~~with~~of ~~and~~proxies ~~into~~in ~~Knology~~favor ~~(the~~of ~~“Merger”)~~Proposal 1, ~~with Knology~~was ~~surviving~~not asrequired aand ~~wholly-owned~~no ~~subsidiary~~vote ofwas ~~WOW~~taken on that proposal.

On(b) ~~June 4, 2012, a purported class action on behalf of stockholders of Knology, styled Lewis v. Johnson, et al., C.A. No. 7592-VCN, was filed in the Court of Chancery of the State of Delaware.~~ The ~~plaintiff~~final invoting ~~the~~results ~~action~~with ~~claims~~respect to beeach aproposal ~~stockholder~~voted ofupon ~~Knology~~at ~~and proposes to represent a class of all of Knology’s public stockholders. The action names as defendants Knology, WOW and Merger Sub, as well as~~ the ~~members~~Special ofMeeting ~~the~~are ~~Board~~set offorth ~~Directors (the “Board”) of Knology, Rodger L~~below. ~~Johnson, Campbell B. Lanier, III, Alan A. Burgess, Donald W. Burton, O. Gene Gabbard and William H. Scott, III.~~

~~The~~Proposal ~~action~~1 alleges that the members of the Board violated their fiduciary duties owed to the stockholders of Knology in connection with the approval of the Merger Agreement and the Merger and that the definitive proxy statement filed by Knology with the U.S. Securities and Exchange Commission (the “SEC”) on May 24, 2012 contains material misrepresentations and/or omissions. The action asserts a claim for breach of fiduciary duty against the members of the Board, a claim for material misrepresentations and/or omissions in Knology’s definitive proxy statement against the members of the Board, and a claim for aiding and abetting against Knology, Merger Sub and WOW. The action seeks to enjoin the Merger and requests other relief.

~~Knology~~The ~~believes~~Company’s ~~that~~stockholders adopted the ~~action~~Agreement isand ~~without~~Plan ~~merit~~of Merger, dated as of April 18, 2012 and ~~intends~~as it may be amended or supplemented, by and among WideOpenWest Finance, LLC, Kingston Merger Sub, Inc. and Knology, Inc., pursuant to ~~defend~~which ~~the~~Kingston ~~action~~Merger ~~vigorously~~Sub, Inc. will be merged with and into Knology, Inc., with Knology, Inc. surviving the merger as a wholly-owned subsidiary of WideOpenWest Finance, LLC, as set forth below:

Additional Information


For	Against	Abstentions	Broker Non-Votes
31,270,943	19,059	1,443	—

~~Knology~~Proposal ~~has~~2 filed with the SEC and has mailed or otherwise provided to its stockholders a definitive proxy statement regarding the proposed acquisition by WOW. Knology also will be filing other documents with the SEC. Investors and security holders are urged to read the proxy statement and other documents relating to such acquisition, because they contain important information. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents that Knology files with the SEC (when available) from the SEC’s website at www.sec.gov and Knology’s website at www.knology.com. In addition, the definitive proxy statement and other documents filed by Knology with the SEC (when available) may be obtained from Knology free of charge by directing a request to Knology, Inc., 1241 O. G. Skinner Drive, West Point, Georgia 31833, Attn: Investor Relations, telephone: (706) 645-8553.

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Knology, Inc. under existing arrangements in connection with the merger, as set forth below:


For	Against	Abstentions	Broker Non-Votes
27,893,153	3,155,230	243,062	—

SIGNATURE

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.

	Knology, Inc.	~~Knology, Inc.~~
Date: June 11, 2012		/s/ Chad S. Wachter
Date: June 26, 2012	/s/ Chad S. Wachter
		Name: Chad S. Wachter
	Name:	Chad S. Wachter
		Title: Vice President, General Counsel and Secretary (Duly Authorized Officer)
	Title:	Vice President, General Counsel and Secretary
	(Duly Authorized Officer)

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