8-K

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): December 4, 2015

UNWIRED PLANET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16073	94-3219054
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20 First Street, First Floor

Los Altos, California 94022

(Address of principal executive offices)(Zip Code)

(650) 518-7111

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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))

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

At the Annual Meeting of Stockholders of Unwired Planet, Inc. (the “Company”) held on December 4, 2015, the Company’s stockholders voted upon eight matters, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 28, 2015. The final voting results are set forth below.

Proposal 1: The Company’s stockholders elected each of the directors named below for a one-year term that expires at the Company’s annual meeting of stockholders in 2016 or until his respective successor has been elected and qualified, subject to his earlier resignation or removal. The tabulation of votes on this matter was as follows:

	For		Withheld		Broker Non-Votes
Philip Vachon		76,752,886		784,202		22,183,656
Richard Chernicoff		77,328,958		208,130		22,183,656
Peter A. Reed		77,353,707		183,381		22,183,656
Boris Teksler		77,347,848		189,240		22,183,656
Taylor O. Harmeling		77,353,707		183,381		22,183,656
Jess M. Ravich		69,929,827		7,607,261		22,183,656

Proposal 2: The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2016. The tabulation of the votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
99,077,437	389,362	253,945	—

Proposal 3: The Company’s stockholders approved the proposed amendment to the Company’s Second Amended and Restated 2006 Stock Incentive Plan to redefine “Change in Control” as described in the definitive proxy statement. The tabulation of the votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
76,408,990	1,064,800	63,298	22,183,656

Proposal 4: The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation and authorized the Company’s Board of Directors (the “Board”) to select and file, in its discretion, one such amendment to effect a reverse stock split of the Company’s common stock at a ratio of up to one-for-twenty (1:20), with such ratio to be determined at the discretion of the Board. The tabulation of votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
96,505,466	2,363,556	851,722	—

Proposal 5: The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation and authorized the Board to select and file, in its discretion, one such amendment to reduce the authorized number of shares of common stock of the Company from 1,000,000,000 to no fewer than 250,000,000 in connection with the reverse stock split or such other number of authorized shares, depending on the exact split ratio chosen by the Board or a committee of the Board. The tabulation of votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
97,721,681	1,571,208	427,855	—

Proposal 6: The Company’s stockholders approved the “Protective Amendment” to the Company’s Amended and Restated Certificate of Incorporation as described in the definitive proxy statement. The tabulation of votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
97,672,972	1,235,084	812,688	—

Proposal 7: The Company’s stockholders approved the Tax Benefits Preservation Agreement as described in the definitive proxy statement. The tabulation of votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
98,237,677	667,465	815,602	—

Proposal 8: The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement. The tabulation of the votes on this matter was as follows:

For	Against	Abstain	Broker Non-Votes
54,151,612	18,066,923	5,318,553	22,183,656

Item 8.01 Other Events

On December 4, 2015, the Board approved the reverse stock split at a ratio of one-for-twelve (1:12), with an effective time at 5:00 PM Eastern Time on January 5, 2016. As a result and in accordance with Proposal 5 described above, the number of authorized shares of common stock shall be reduced from one billion to 350 million concurrent with the effectiveness of the reverse stock split.

Also on December 4, 2015, the Board authorized the Company to repurchase up to 5 million shares (on a pre-split basis) of the Company’s outstanding common stock. Stock repurchases may be made by the Company from time to time in open market transactions. The actual timing, number and value of the stock repurchased under the program will be determined by the Company’s management and the Board at its discretion, and will depend on a number of factors, including the trading price of the stock, and general market and business conditions as well as applicable legal requirements. This program does not require the Company to repurchase any shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice.

On December 10, 2015, the Company issued a press release announcing the reverse stock split and stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Unwired Planet, Inc. dated December 10, 2015.

SIGNATURE

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: December 10, 2015

UNWIRED PLANET, INC.
By:	/s/ Noah D. Mesel
	Noah D. Mesel
	Executive Vice President and
	General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Unwired Planet, Inc. dated December 10, 2015.

EX-99.1

Exhibit 99.1

UNWIRED PLANET ANNOUNCES REVERSE STOCK SPLIT AND STOCK REPURCHASE PROGRAM

LOS ALTOS, CA, December 10, 2015 – Unwired Planet Inc. (NASDAQ: UPIP) announced that at its Annual General Meeting of Stockholders held on December 4, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s common stock, $0.001 par value per share, and authorized the Company’s Board of Directors to determine the ratio in a range of up to 1:20, and to determine the effective date of the reverse stock split. The reverse stock split proposal was approved by a vote of over 85.5% of the outstanding shares, and of the shares represented at the meeting, nearly 97% voted in favor of the proposal. The Company also announced that the Board of Directors authorized a program to repurchase up to five million shares (pre-split).

Reverse Stock Split of 1:12

The Board of Directors determined to fix the ratio for the reverse stock split at 1-for-12, with a record date to be January 5, 2016, and trading on a post-reverse split-adjusted basis on the NASDAQ Global Market to begin as of the opening of trading on January 6, 2016. The purpose of the reverse split is to raise the per share trading price of Unwired Planet’s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing on The Nasdaq Global Market. However, there can be no assurance this desired effect will occur or be maintained.

The common stock will continue to be reported on the Nasdaq Global Market under the symbol “UPIP” (although management expects Nasdaq to add the letter “D” to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred). The common stock will have a new CUSIP number upon the reverse stock split becoming effective.

Upon the effectiveness of the reverse stock split, each 12 shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The reverse stock split will affect all issued and outstanding shares of the Company’s common stock, as well as common stock underlying the Company’s employee stock option plan and outside director plan, stock options, stock appreciation rights, restricted stock units, and restricted stock granted under restricted stock agreements outstanding immediately prior to the effectiveness of the reverse stock split. The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 113 million to approximately 9.4 million. In addition, the number of authorized shares of the Company’s common stock was decreased from one billion to 350 million.

No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu of such fractional share based on each such holder’s pro rata share of the sale price of the fractional shares, which will be aggregated and sold at prevailing market prices by the Company’s exchange agent, Computershare, Inc., as soon as practicable after the effective date of the reverse stock split.

Stockholders with shares held in book-entry form or through a bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts after January 5, 2016. Beneficial holders may contact their bank, broker or nominee for more information. Stockholders with shares held in certificate form may exchange their stock certificates for book-entry shares representing the shares of common stock resulting from the reverse stock split. These stockholders will receive a Letter of Transmittal and instructions for exchanging their certificates from Computershare, Inc.

Stock Repurchase Program

Under the stock repurchase program, the Company may repurchase up to five million (pre-split) shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Due to applicable securities laws, the Company’s repurchase of shares will not begin until the Company’s trading window re-opens, which could be as early as late January 2016. The extent to which Unwired Planet repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by Unwired Planet’s management team. The repurchase program may be suspended or discontinued at any time. The Company expects to finance the purchases with existing cash balances.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 28, 2015, a copy of which is available at www.sec.gov or at www.unwiredplanet.com under the SEC Documents tab located on the Investors page.

About Unwired Planet

Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The company’s patent portfolio of approximately 2,500 issued and pending US and foreign patents, includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planet’s portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Los Altos, California. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.

Cautionary Note Regarding Forward Looking Statements

Any statements in this press release with respect to future events or expectations, including statements regarding the effective date of the reverse stock split, continued listing on The Nasdaq Global Market, and the implementation and any potential transactions under the stock repurchase program are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this press release. For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. These documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planet’s website at www.unwiredplanet.com.