8-K 1 twer20150824_8k.htm FORM 8-K twer20150824_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): August 21, 2015

 

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.)

  

  

  

  

  

 

88 Silva Lane

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

 

On June 10, 2015, the Company’s Board of Directors approved and recommended for stockholder approval an amendment to its Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock from 95,000,000 to 200,000,000. On August 21, 2015, the Company’s stockholders approved the Charter Amendment. The final voting results at the Company’s annual meeting of stockholders with respect to the Charter Amendment were 44,035,706 shares voted for, 16,479,889 shares voted against and 454,851 shares abstained. The Charter Amendment was filed with the Delaware Secretary of State and became effective on August 21, 2015. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.

 

 

Item 5.07. 

Submission of Matters to a Vote of Security Holders.

 

On August 21, 2015, 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 Charter Amendment described in Item 5.03 above, (iii) the ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (the “Auditor Ratification”), and (v) the approval of a non-binding advisory vote on the compensation of the Company’s executive officers (“Advisory Vote on Executive Compensation”).

 

As of the record date for the meeting of June 25, 2015, 66,759,470 shares of common stock, constituting all of the outstanding capital stock of the Company, were issued and outstanding, of which a total of 60,970,446 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

34,035,239

1,125,544

183,076

25,626,587

    Jeffrey M. Thompson

34,586,431

   163,371

594,057

25,626,587

    Howard L. Haronian, M.D.

33,748,025

1,387,258

208,576

25,626,587

    Paul Koehler

35,015,643

   130,940

197,276

25,626,587

    William J. Bush

35,042,662

  104,676

196,521

25,626,587

2. Charter Amendment

44,035,706

16,479,889

454,851

N/A

3. Auditor Ratification

59,329,850

1,082,538

558,058

N/A

4. Advisory Vote on Executive Compensation

33,901,534

1,270,897

171,428

25,626,587

 

  

Item 9.01. 

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is filed herewith:

 

Exhibit 3.1 Certificate of Amendment to Certificate of Incorporation

 

 
 
 

  

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: August 25, 2015

By:

/s/ Joseph P. Hernon

 

 

 

Joseph P. Hernon

 

 

 

Chief Financial Officer