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): May 20, 2024
NEXTNAV INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40985 |
|
87-0854654 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
1775 Tysons Blvd., 5th Floor
McLean, Virginia |
|
22102 |
(Address of principal
executive offices)
|
|
(Zip Code) |
(800) 775-0982
Registrant’s telephone number, including area code
N/A
(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:
| |
☐ |
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communication 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 exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
NN |
|
Nasdaq Capital Market |
| Warrants, each to purchase one share of Common Stock |
|
NNAVW |
|
Nasdaq Capital 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.
On May 16, 2024, NextNav Inc. (the “Company”) held its 2024
Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s
stockholders voted and: (1) elected each of the Company’s nominees for director
to the Company’s Board of Directors (the “Board”); (2) ratified the appointment
of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2024; and (3) approved
the issuance of shares of Company common stock in satisfaction of future
payment obligations pursuant to the transaction with Telesaurus and Skybridge,
in accordance with Nasdaq Listing Rule 5635(a) and (b). Set forth below are the
final voting results for each of the proposals submitted to a vote of the
Company’s stockholders at the Meeting.
|
Proposal 1. |
To elect the six director nominees to the Board, each to serve until the Company’s 2025 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, subject to such person’s prior death, resignation, retirement, disqualification or removal from office.
|
|
Nominee |
|
Votes
For |
|
|
Votes
Withheld |
|
|
Broker
Non-Votes |
|
|
Mariam Sorond |
|
|
57,515,890 |
|
|
|
112,884 |
|
|
|
13,407,070 |
|
|
Alan B. Howe |
|
|
57,303,584 |
|
|
|
325,190 |
|
|
|
13,407,070 |
|
|
Bandel L. Carano |
|
|
54,578,456 |
|
|
|
3,050,318 |
|
|
|
13,407,070 |
|
|
Jonathan A. Marcus |
|
|
57,532,550 |
|
|
|
96,224 |
|
|
|
13,407,070 |
|
|
John B. Muleta |
|
|
57,556,376 |
|
|
|
72,398 |
|
|
|
13,407,070 |
|
|
Neil S. Subin |
|
|
55,683,984 |
|
|
|
1,944,790 |
|
|
|
13,407,070 |
|
|
Proposal 2. |
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: |
|
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
71,007,556 |
|
20,905 |
|
7,383 |
|
Proposal 3. |
To approve the issuance of shares of Company common stock in satisfaction of future payment obligations pursuant to the transaction with Telesaurus and Skybridge, in accordance with Nasdaq Listing Rule 5635(a) and (b). |
|
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
57,533,670 |
|
77,957 |
|
17,147 |
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.
Date: May 20, 2024
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NEXTNAV INC. |
| |
|
|
| |
By: |
/s/ Christian D. Gates |
| |
|
Name: |
Christian D. Gates |
| |
|
Title: |
Chief Financial Officer |