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PDVW > SEC Filings for PDVW > Form 8-K on 10-Aug-2016All Recent SEC Filings

Show all filings for PDVWIRELESS, INC.



Submission of Matters to a Vote of Security Holders

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

On August 10, 2016, pdvWireless, Inc. (the "Company") held its 2016 Annual Meeting of Stockholders (the "Annual Meeting"). Of the 14,300,790 shares of the Company's common stock outstanding as of the record date, 12,322,972 shares, or 86.17%, were represented at the Annual Meeting either in person or by proxy.

In accordance with the Company's Bylaws, the presence of the holders of at least a majority of the outstanding shares of common stock at the Annual Meeting, whether in person or by proxy, constituted a quorum for the transaction of business at the Annual Meeting. Broker Non-Votes are shares held in street name by brokers, banks or other nominees who were present in person or represented by proxy at the Annual Meeting, but which were not voted on a proposal because the brokers, banks or nominees did not have discretionary authority with respect to that proposal and they had not received voting instructions from the beneficial owner prior to the Annual Meeting. Under the Company's Bylaws, the directors are elected by a plurality of the votes cast in person or by proxy at the Annual Meeting, which means that the director nominees who received the highest number of "For" votes were elected. Approval of the other proposal requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions and Broker Non-Votes are not considered to be votes cast under the Company's Bylaws, and as a result, have no effect on the outcome of the vote.

A description of each matter voted upon at the Annual Meeting is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 29, 2016. The number of votes cast For and Withheld and Against and the number of Abstentions and Broker Non-Votes with respect to each applicable matter voted upon are set forth below.

(1)Election of Directors. The Company's stockholders elected Brian D. McAuley, Morgan E. O'Brien, John C. Pescatore, T. Clark Akers, Andrew Daskalakis, Peter G. Schiff and John C. Sites as directors, to hold office until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The following table shows the number of votes cast For and Withheld and the number of Broker Non-Votes for each nominee:

                  Director         For    Withheld  Broker Non-Votes
              Brian D. McAuley  8,762,976  222,137     3,337,859
              Morgan E. O'Brien 8,751,321  233,792     3,337,859
              John C. Pescatore 8,942,784   42,329     3,337,859

T. Clark Akers 7,403,107 1,582,006 3,337,859 Andrew Daskalakis 7,176,696 1,808,417 3,337,859 Peter G. Schiff 7,385,792 1,599,321 3,337,859 John C. Sites 8,916,306 68,807 3,337,859

(2)Ratification of Auditors. The Company's stockholders ratified the appointment of PKF O'Connor Davies as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2017. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on this proposal:

For Against Abstentions 12,318,962 1,435 2,575

No other items were presented for stockholder approval at the Annual Meeting.

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