Current Report Filing (8-k)
June 23 2022 - 4:11PM
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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 21, 2022
Airspan Networks Holdings
Inc.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-39679 |
|
85-2642786 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
777 Yamato Road, Suite
310, Boca Raton, FL 33431
(Address of Principal Executive Offices) (Zip Code)
(561) 893-8670
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former
Address, if Changed Since Last Report)
Securities registered
or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
|
MIMO |
|
NYSE American |
Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
MIMO WS |
|
NYSE American |
Warrants, exercisable for shares of common stock at an exercise price of $12.50 per share |
|
MIMO WSA |
|
NYSE American |
Warrants, exercisable for shares of common stock at an exercise price of $15.00 per share |
|
MIMO WSB |
|
NYSE American |
Warrants, exercisable for shares of common stock at an exercise price of $17.50 per share |
|
MIMO WSC |
|
NYSE American |
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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At
the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Airspan Networks Holdings Inc. (the “Company”)
held on June 21, 2022, the Company’s stockholders approved the Airspan Networks Holdings Inc. Amended and Restated 2021 Stock Incentive
Plan (the “Amended and Restated 2021 Plan”). The amendments to the Airspan Networks Holdings Inc. 2021 Stock Incentive Plan
(the “Original 2021 Plan”) made pursuant to the Amended and Restated 2021 Plan were previously adopted by the Board of Directors
of the Company (the “Board”), upon the recommendation of the Compensation Committee of the Board (the “Compensation
Committee”), on February 8, 2022, and April 27, 2022, subject to the approval of the Company’s stockholders at the Annual
Meeting.
Upon
approval by the Company’s stockholders at the Annual Meeting, the Amended and Restated 2021 Plan became effective and replaced the
Original 2021 Plan. The purpose of the Amended and Restated 2021 Plan is to promote the interests of the Company and its stockholders
by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring
the Company’s future success, to offer such persons incentives to put forth maximum efforts for the success of the Company’s
business and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership
in the Company, thereby aligning the interests of such persons with the Company’s stockholders. The Amended and Restated 2021 Plan
provides for the grant of nonqualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation
rights, dividend equivalents and other stock-based awards to employees, officers, consultants, advisors, non-employee directors and independent
contractors designated by the Compensation Committee. Under the Amended and Restated 2021 Plan, the maximum number of shares of Company
common stock that may be issued, subject to adjustment as provided in the Amended and Restated 2021 Plan, is 11,651,168 shares, plus any
shares subject to awards under the Airspan Networks Inc. 2009 Omnibus Equity Compensation Plan that are forfeited or reacquired by the
Company due to termination or cancellation. The term of the Amended and Restated 2021 Plan expires on July 23, 2031, unless terminated
earlier.
A
more detailed description of the material terms of the Amended and Restated 2021 Plan is set forth in the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on May 10, 2022. The foregoing description of the Amended and Restated 2021
Plan is not complete and is qualified in its entirety by reference to the Amended and Restated 2021 Plan, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The
Company held the Annual Meeting on June 21, 2022. At the Annual Meeting, the following matters were voted on by the stockholders of the
Company:
Proposal 1 – Election of Directors
At
the Annual Meeting, the stockholders of the Company elected Mathew Oommen, Divya Seshamani and Eric D. Stonestrom as Class I directors
of the Company, each for a three-year term ending at the 2025 Annual Meeting of Stockholders of the Company or until their successor is
duly elected and qualified. The results of the voting were as follows:
| |
For | |
Withheld | |
Broker Non-Vote |
Mathew Oommen | |
| 50,024,839 | | |
| 4,726,578 | | |
| 6,388,503 | |
Divya Seshamani | |
| 54,537,237 | | |
| 214,180 | | |
| 6,388,503 | |
Eric D. Stonestrom | |
| 50,478,303 | | |
| 4,273,114 | | |
| 6,388,503 | |
Proposal
2 – Approval of the Amended and Restated 2021 Plan
At
the Annual Meeting, the stockholders of the Company approved the Amended and Restated 2021 Plan. The results of the voting were as follows:
For |
|
|
Against |
|
|
Abstain |
|
|
Non-Vote |
|
|
43,229,572 |
|
|
|
11,514,951 |
|
|
|
6,894 |
|
|
|
6,388,503 |
|
Proposal 3 –
Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm
At
the Annual Meeting, the stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2022. The results of the voting were as follows:
For |
|
|
Against |
|
|
Abstain |
|
|
Non-Vote |
|
|
60,788,573 |
|
|
|
347,440 |
|
|
|
3,907 |
|
|
|
0 |
|
Item 9.01 Financial Statements and Exhibits.
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.
Dated: June 23, 2022 |
Airspan Networks Holdings Inc. |
|
|
|
|
By: |
/s/ David Brant |
|
|
David Brant |
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
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