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WAVE > SEC Filings for WAVE > Form 8-K on 3-Oct-2012All Recent SEC Filings

Show all filings for NEXTWAVE WIRELESS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEXTWAVE WIRELESS INC.


3-Oct-2012

Submission of Matters to a Vote of Security Holders, Other Events, Financi


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

On October 2, 2012, NextWave Wireless Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider the adoption of the previously disclosed Agreement and Plan of Merger, dated as of August 1, 2012 (the "Merger Agreement"), by and among the Company, AT&T Inc., a Delaware corporation ("Parent") and Parent's wholly owned subsidiary, Rodeo Acquisition Sub Inc., a Delaware corporation.

Adoption of the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of the Company's common stock outstanding at the close of business on September 4, 2012, in accordance with Delaware law ("Proposal 1").

Stockholders were also asked to vote on a non-binding, advisory proposal to approve certain compensation arrangements with, and items of compensation payable to, the Company's named executive officers in connection with the merger contemplated by the Merger Agreement ("Proposal 2").

The following are the voting results for Proposal 1 and Proposal 2:

PROPOSAL 1:

FOR AGAINST ABSTAIN BROKER NON-VOTES
18,775,935 451,270 3,929 427

PROPOSAL 2:

FOR AGAINST ABSTAIN BROKER NON-VOTES
18,529,893 635,648 65,593 427

According to the report of the inspector of elections, at the Special Meeting each of Proposal 1 and Proposal 2 were approved. A third proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies was not needed because there was a quorum present and there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.



Item 8.01. Other Events.

On October 2, 2012, the Company issued a press release announcing the results of the special meeting of its stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release of NextWave Wireless Inc. dated October 2, 2012.


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