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): August 6, 2021
Anterix Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36827 |
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33-0745043 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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3 Garret Mountain Plaza Suite 401 Woodland Park, NJ |
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07424 |
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(Address of principal executive offices) |
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(Zip Code) |
(973) 771-0300
Registrant’s telephone number, including area code
Not applicable
(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(b))
☐ 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:
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Title of each class |
Trading symbol |
Name of Each Exchange on which registered |
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Common Stock, $0.0001 par value |
ATEX |
The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
On August 6, 2021, Anterix Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) virtually commencing at 9:30 a.m. Eastern Daylight Time, which was convened and adjourned, without any business being conducted, due to technical difficulties with the third-party hosting site. The Annual Meeting was reconvened at 12:00 p.m. Eastern Daylight Time on the same day, August 6, 2021. Of the Company’s 17,866,351 shares of common stock issued and outstanding and eligible to vote as of the record date of June 11, 2021, a quorum of 14,757,615 shares, or approximately 82.6% of the eligible shares, were represented at the virtual Annual Meeting either in person or by proxy.
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 (“SEC”) on June 21, 2021, as revised in its entirety by the revised definitive proxy statement filed with the SEC on June 28, 2021, and as amended by a supplement to the proxy statement filed with the SEC on July 23, 2021 (as amended and supplemented, the “Proxy Statement”). The following actions were taken at the Annual Meeting:
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(1) |
Election of Directors. The Company’s stockholders elected Morgan E. O’Brien, Robert H. Schwartz, Hamid Akhavan, Leslie B. Daniels, Gregory A. Haller, Singleton B. McAllister, Gregory A. Pratt, Paul Saleh and Mahvash Yazdi as directors, to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each director nominee received more “FOR” votes than “AGAINST” votes. The following table shows the number of votes cast “FOR” or “AGAINST” and the number of “ABSTENTIONS” and “BROKER NON-VOTES” for each nominee: |
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Director |
For |
Against |
Abstentions |
Broker Non-Votes |
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Morgan E. O’Brien |
12,804,132 |
64,032 |
719 |
1,888,732 |
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Robert H. Schwartz |
12,805,838 |
61,426 |
1,619 |
1,888,732 |
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Hamid Akhavan |
12,802,794 |
64,452 |
1,637 |
1,888,732 |
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Leslie B. Daniels |
12,803,962 |
64,202 |
719 |
1,888,732 |
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Gregory A. Haller |
12,791,261 |
76,003 |
1,619 |
1,888,732 |
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Singleton B. McAllister |
10,487,336 |
2,379,937 |
1,610 |
1,888,732 |
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Gregory A. Pratt |
12,783,056 |
84,217 |
1,610 |
1,888,732 |
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Paul Saleh |
12,852,142 |
15,095 |
1,646 |
1,888,732 |
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Mahvash Yazdi |
12,847,573 |
19,673 |
1,637 |
1,888,732 |
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(2) |
Advisory Vote on the Compensation of the Named Executive Officers. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with the approval of approximately 65.8% of the votes cast. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” and “BROKER NON-VOTES” submitted on this proposal: |
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For |
Against |
Abstentions |
Broker Non-Votes |
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9,562,757 |
3,080,088 |
226,038 |
1,888,732 |
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(3) |
Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Grant Thornton LLP, with the approval of approximately
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99.9% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” submitted on this proposal: |
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For |
Against |
Abstentions |
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14,750,550 |
970 |
6,095 |
No other items were presented for stockholder approval at the Annual Meeting.
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.
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Anterix Inc. |
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Date: August 10, 2021 |
/s/ Gena L. Ashe |
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Gena L. Ashe |
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Chief Legal Officer and Corporate Secretary |