0001437749-13-013926.txt : 20131105 0001437749-13-013926.hdr.sgml : 20131105 20131105171318 ACCESSION NUMBER: 0001437749-13-013926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131101 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOWERSTREAM CORP CENTRAL INDEX KEY: 0001349437 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33449 FILM NUMBER: 131193571 BUSINESS ADDRESS: STREET 1: 55 HAMMARLUND WAY CITY: MIDDLETOWN STATE: RI ZIP: 02842 BUSINESS PHONE: (401) 848-5848 MAIL ADDRESS: STREET 1: 55 HAMMARLUND WAY CITY: MIDDLETOWN STATE: RI ZIP: 02842 FORMER COMPANY: FORMER CONFORMED NAME: University Girls Calendar LTD DATE OF NAME CHANGE: 20060111 8-K 1 twer20131105_8k.htm FORM 8-K twer20131105_8k.htm

 

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): November 1, 2013

 

Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)

 

Delaware

  

001-33449

  

20-8259086

(State or other jurisdiction
of incorporation)

  

(Commission File Number)

  

(IRS Employer
Identification No.)

 

55 Hammarlund Way

Middletown, RI

  

02842

(Address of principal executive offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code: (401) 848-5848

 

 

(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 DFR 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.

 

On November 1, 2013, at the Company’s annual meeting of stockholders , the Company’s stockholders approved (i) electing the five directors named by the Company (Philip Urso, Jeffrey M. Thompson, Howard L. Haronian, M.D., Paul Koehler, and William J. Bush) to hold office until the next annual meeting of stockholders, (ii) the amendment of the Company’s 2008 Non-Employee Directors Compensation Plan to increase the number of shares of common stock reserved for issuance from 1,000,000 shares of common stock to 2,000,000 shares of common stock (“Amendment of the 2008 Directors Plan”); and (iii) the ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 (the “Auditor Ratification”).

 

As of the record date for the meeting of September 5, 2013, 66,405,427 shares of common stock, constituting all of the outstanding capital stock of the Company, were issued and outstanding, of which a total of 60,000,974 shares were voted at the annual meeting. The vote for each proposal was as follows:

 

Proposal

For

Against

Abstain

Broker Non-Votes

1. Election of five directors:

        

    Philip Urso

26,078,828

2,386,681

582,135

30,953,330

    Jeffrey M. Thompson

27,016,014

1,811,759

219,871

30,953,330

    Howard L. Haronian, M.D.

26,265,908

2,568,665

213,071

30,953,330

    Paul Koehler

27,132,553

1,694,570

220,521

30,953,330

    William J. Bush

27,172,930

1,655,043

219,671

30,953,330

2. Amendment of the 2008 Directors Plan

25,820,532

3,010,665

216,447

30,953,330

3. Auditor Ratification

57,141,456

1,606,548

1,252,970

N/A

 

 
 
 

  

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.

 

 

 

TOWERSTREAM CORPORATION

  
       
        
Dated: November 5, 2013 By: /s/ Joseph P. Hernon  
    Joseph P. Hernon  
   

Chief Financial Officer