0001738177falseCAMBIUM NETWORKS CORP0001738177dei:FormerAddressMember2024-06-062024-06-0600017381772024-06-062024-06-06

 

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 06, 2024

 

 

CAMBIUM NETWORKS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands

001-38952

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

c/o Cambium Networks, Inc.

2000 Center Drive, Suite East A401

 

Hoffman Estates, Illinois

 

60192

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 345 814-7600

 

c/o Cambium Networks, Inc.

3800 Golf Road, Suite 360

Rolling Meadows, Illinois 60008

(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 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Ordinary shares, $0.0001 par value

 

CMBM

 

Nasdaq Global 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.

Cambium Networks Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), held its annual general meeting of shareholders (the “Annual Meeting”) on June 6, 2024 in a virtual-only format. As of April 10, 2024, the record date for the Annual Meeting, there were outstanding 27,892,848 shares of the Company’s ordinary shares. At the Annual Meeting, there were present, in person or by proxy, holders of 25,308,302 ordinary shares, or approximately 90.7% of the total outstanding ordinary shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The Company’s shareholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 25, 2024: (i) to elect two Class II directors of the Company, Robert Amen and Vikram Verma, each to serve for a three-year term expiring at the Company’s annual meeting of shareholders in 2027 and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal and one Class I director of the Company, Morgan Kurk, to serve for a two-year term expiring at the Company's annual meeting of shareholders in 2026 and until his successor has been duly elected and qualified, subject to his earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”).

 

On proposal 1, the election of two Class II directors, and one Class I director, the Company's shareholders cast their votes as follows:

 

Class II Director Nominee

 

For

 

Withheld

 

Broker Non-Vote

Robert Amen

 

19,143,435

 

3,375,755

 

2,789,112

Vikram Verma

 

21,003,246

 

1,518,007

 

2,787,049

 

 

 

 

 

 

 

Class I Director Nominee

 

For

 

Withheld

 

Broker Non-Vote

Morgan Kurk

 

20,726,835

 

1,876,610

 

2,704,857

 

On Proposal 2, the ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, the Company's shareholders cast their votes as follows:

 

For

 

Against

 

Abstain

25,111,208

 

159,572

 

37,522

 

No other matters were submitted to or voted on by the Company's shareholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

 

 

CAMBIUM NETWORKS CORPORATION

 

 

 

 

Date:

June 6, 2024

By:

 /s/ Jacob Sayer

 

 

Name:

Title:

 Jacob Sayer
 Chief Financial Officer

 

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Document And Entity Information
Jun. 06, 2024
Document Information [Line Items]  
Document Type 8-K
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Document Period End Date Jun. 06, 2024
Entity Registrant Name CAMBIUM NETWORKS CORP
Entity Central Index Key 0001738177
Entity Emerging Growth Company true
Entity File Number 001-38952
Entity Incorporation, State or Country Code E9
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One c/o Cambium Networks, Inc.
Entity Address, Address Line Two 2000 Center Drive, Suite East A401
Entity Address, City or Town Hoffman Estates
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60192
City Area Code 345
Local Phone Number 814-7600
Entity Information, Former Legal or Registered Name c/o Cambium Networks, Inc.
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period true
Title of 12(b) Security Ordinary shares, $0.0001 par value
Trading Symbol CMBM
Security Exchange Name NASDAQ
Former Address [Member]  
Document Information [Line Items]  
Entity Address, Address Line One 3800 Golf Road, Suite 360
Entity Address, City or Town Rolling Meadows
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60008
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