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LEAP > SEC Filings for LEAP > Form 8-K on 11-Jun-2013All Recent SEC Filings

Show all filings for LEAP WIRELESS INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Restated ESPP

As indicated in Item 5.07 below, at the 2013 Annual Meeting of Stockholders (the "2013 Annual Meeting") of Leap Wireless International, Inc. (the "Company") held on June 6, 2013, the Company's stockholders approved The Leap Wireless International, Inc. Amended and Restated Employee Stock Purchase Plan (the "Restated ESPP"). The Company's Board of Directors approved the Restated ESPP on December 21, 2012, subject to stockholder approval.

The primary changes in the Restated ESPP from the prior plan were: (i) an increase in the number of shares of the Company's common stock relating to options under the Restated ESPP by 400,000 shares to 1,200,000 shares; and
(ii) an increase in the maximum number of shares of the Company's common stock that may be acquired by any participant during any single offering period from 250 to 1,000 shares.

For a description of the Restated ESPP, please see "Proposal 3" in the Company's definitive proxy statement for its 2013 Annual Meeting, filed with the Securities and Exchange Commission on April 30, 2013 (the "2013 Proxy Statement"), which is incorporated herein by reference. The full text of the Restated ESPP is attached as Appendix B to the 2013 Proxy Statement.

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

The Company's 2013 Annual Meeting was held on June 6, 2013. At the meeting, stockholders voted on the following four proposals:

1. to elect the Company's nine director nominees ("Proposal 1");

2. to approve, on an advisory basis, named executive officer compensation ("Proposal 2");

3. to approve the Restated ESPP ("Proposal 3"); and

4. to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 ("Proposal 4").

A final voting report was produced by a representative of Computershare, serving as Inspector of Elections for the 2013 Annual Meeting, certifying the following results:

Proposal 1 - Election of Directors

The Company's stockholders elected each of the Company's nine nominees to serve
as directors:

                                             For            Withheld
                John D. Harkey, Jr.        46,005,353       15,844,641
                S. Douglas Hutcheson       61,239,455          610,539
                Ronald J. Kramer           61,553,273          296,721
                Robert V. LaPenta          61,048,592          801,402
                Mark A. Leavitt            49,491,142       12,358,852
                Mark H. Rachesky, M.D.     57,808,722        4,041,272
                Richard R. Roscitt         61,560,321          289,673
                Robert E. Switz            61,371,888          478,106
                Michael B. Targoff         60,991,205          858,789

Proposal 2 - Advisory Vote on Executive Compensation

The Company's stockholders approved, on an advisory basis, the Company's 2012 named executive officer compensation:

For Against Abstain 61,256,377 468,743 124,874

Proposal 3 - Approval of Restated ESPP

The Company's stockholders approved the Restated ESPP:

For Against Abstain 61,529,974 194,240 125,780

Proposal 4 - Ratification of Independent Auditors

The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013:

For Against Abstain 73,006,097 449,644 37,417

There were 11,643,164 broker non-votes with respect to Proposals 1 through 3.

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