Form 8-K - Current report

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 12, 2024

KVH Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-28082

05-0420589

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

50 Enterprise Center, Middletown, RI 02842

(Address of Principal Executive Offices) (Zip Code)

(401) 847-3327

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

The Nasdaq Stock Market LLC

Common Stock, par value $0.01 per share

KVHI

(NASDAQ Global Select Market)

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.

At the annual meeting of stockholders on June 12, 2024, our stockholders voted:

•to elect David B. Kagan as a Class I director for a three-year term expiring in 2027;

•to approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and

•to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024.

The final results of such voting, as certified by the independent inspector of election, are set forth below.

Proposal #1 - To elect one Class I director to a three-year term.


Name of Director Nominee	Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions	Number of Broker Non-Votes
David B. Kagan	10,345,751	2,199,490	3,007	4,633,869

Proposal #2 - To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.


Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions	Number of Broker Non-Votes
11,932,295	489,879	126,074	4,633,869

Proposal #3 - To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm.


Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions
16,829,512	254,583	98,022

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.


	KVH INDUSTRIES, INC.
Date: June 14, 2024	BY:	/s/ Anthony Pike
	Name:	Anthony Pike
	Title:	Chief Financial Officer

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	KVH Industries, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-28082
Entity Tax Identification Number	05-0420589
Entity Address, Address Line One	50 Enterprise Center
Entity Address, City or Town	Middletown
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02842
City Area Code	401
Local Phone Number	847-3327
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KVHI
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001007587
Amendment Flag	false
Written Communications	false