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 6, 2019
BOINGO WIRELESS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35155 |
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95-4856877 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
10960 Wilshire Blvd., 23rd Floor |
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90024 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (310) 586-5180
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
Common Stock, $0.0001 par value |
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WIFI |
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The Nasdaq Stock Market LLC |
(Title of each class) |
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(Trading symbol(s)) |
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(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
Boingo Wireless, Inc. (the Company) held the 2019 Annual Meeting of Stockholders on June 6, 2019 (the Annual Meeting) and the Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 23, 2019 (the Proxy Statement).
At the close of business on April 12, 2019, the record date of the Annual Meeting, the Company had 43,985,021 shares of common stock issued and outstanding. The holders of a total of 38,404,791 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.
The following proposals were submitted to the Companys stockholders at the Annual Meeting:
1. The election of Lance Rosenzweig, Michele Choka, David Hagan, Terrell Jones and Kathy Misunas to serve until the 2020 annual meeting of stockholders.
2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019.
3. An advisory vote on the Companys executive compensation.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
1. Board of Directors Election Results
The following nominees were elected to serve until the 2020 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The number of votes cast for and against and the number of abstentions and broker non-votes for each nominee were as follows:
Director Name |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Lance Rosenzweig |
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23,888,034 |
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9,099,084 |
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19,837 |
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5,397,836 |
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Michele Choka |
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32,922,521 |
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66,732 |
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17,702 |
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5,397,836 |
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David Hagan |
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32,866,546 |
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132,359 |
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8,050 |
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5,397,836 |
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Terrell Jones |
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32,812,419 |
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174,113 |
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20,423 |
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5,397,836 |
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Kathy Misunas |
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32,818,565 |
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170,157 |
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18,233 |
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5,397,836 |
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The following directors, in addition to the directors listed above, will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Maury Austin, Chuck Davis and Mike Finley.
2. Ratification of PricewaterhouseCoopers LLP as the Companys Independent Registered Public Accounting Firm
The Companys stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019. The number of votes cast for and against and the number of abstentions for this proposal were as follows (there were no broker non-votes for this proposal):
Votes For |
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Votes Against |
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Abstentions |
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38,077,266 |
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315,671 |
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11,854 |
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3. Advisory Vote on Executive Compensation
The Companys stockholders approved, on an advisory basis, the compensation of the Companys named executive officers as described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes were as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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32,404,792 |
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584,245 |
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17,918 |
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5,397,836 |
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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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BOINGO WIRELESS, INC. | |
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DATE: June 7, 2019 |
By: |
/s/ Peter Hovenier |
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Peter Hovenier |
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Chief Financial Officer and Secretary |