UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|||
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
||
(Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (
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 Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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
On June 22, 2023, PCTEL, Inc. held its Annual Meeting of Shareholders, at which a quorum was present. The table below sets forth the number of votes cast for and against, as well as the number of abstentions and broker non-votes, for each matter voted upon at the meeting, as certified by the inspector of elections:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
FOR |
|
|
AGAINST |
|
|
ABSTAIN/ WITHHELD |
|
|
BROKER |
|
||||
Election of the three Class III directors to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Steven D. Levy |
|
|
8,435,555 |
|
|
- |
|
|
|
3,002,012 |
|
|
|
4,599,434 |
|
|
David A. Neumann |
|
|
8,964,412 |
|
|
- |
|
|
|
2,473,135 |
|
|
|
4,599,434 |
|
|
Anthony R. Rossabi |
|
|
8,949,738 |
|
|
- |
|
|
|
2,487,809 |
|
|
|
4,599,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-binding, advisory vote to approve the Company’s 2022 named executive officer compensation (“Say-on-Pay”) |
|
|
9,346,107 |
|
|
|
2,067,448 |
|
|
|
23,992 |
|
|
|
4,599,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 |
|
|
15,855,506 |
|
|
|
130,680 |
|
|
|
50,795 |
|
|
- |
|
|
The table below sets forth the number of votes cast for each option, as well as, the number of abstentions, relating to the frequency of future Say-on-Pay votes:
|
|
EVERY YEAR |
|
|
EVERY TWO YEARS |
|
|
EVERY THREE YEARS |
|
|
ABSTAIN |
|
||||
Non-binding advisory vote to approve the frequency of future Say-on-Pay votes |
|
|
10,065,326 |
|
|
|
27,155 |
|
|
|
1,339,824 |
|
|
|
5,242 |
|
Pursuant to Item 5.07(d), the Company intends to file an amendment to this Form 8-K within 150 days after its Annual Meeting of Shareholders that will contain the decision of the Board of Directors of the Company regarding the frequency with which the Company should conduct future advisory shareholder votes on named executive office compensation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 26, 2023
|
|
|
|
|
|
|
|
PCTEL, INC. |
|
|
|
By: |
|
/s/ Kevin J. McGowan |
Kevin J. McGowan, Chief Financial Officer