Pendrell Corporation (Form: 8-K)

0001299933-17-000624.txt : 20170616 0001299933-17-000624.hdr.sgml : 20170616 20170616160536 ACCESSION NUMBER: 0001299933-17-000624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170614 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170616 DATE AS OF CHANGE: 20170616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pendrell Corp CENTRAL INDEX KEY: 0001359555 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 980221142 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33008 FILM NUMBER: 17916140 BUSINESS ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: (425) 278-7100 MAIL ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: ICO Global Communications (Holdings) LTD DATE OF NAME CHANGE: 20060417 8-K 1 htm_55058.htm LIVE FILING Pendrell Corporation (Form: 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):		June 14, 2017

Pendrell Corporation
__________________________________________
(Exact name of registrant as specified in its charter)


Washington	001-33008	98-0221142
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2300 Carillon Point, Kirkland, Washington		98033
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(425) 278-7100

Not Applicable
______________________________________________
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 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))

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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. [ ]

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

Pendrell Corporation (the “Company”) held its annual meeting of shareholders on June 14, 2017. At the meeting, the shareholders of the Company (i) elected the persons listed below to serve as directors of the Company, (ii) approved an advisory (non-binding) resolution on executive compensation; (iii) approved an annual advisory (non-binding) say-on-pay vote; (iv) approved a reverse stock split at a rate of 1-for-100; (v) re-approved the 2012 Equity Incentive Plan; and (vi) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. Set forth below are the voting results for each of these proposals:

Proposal 1 – Election of Directors.


Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Richard P. Emerson		64,107,672		2,365,851		0
Nicolas Kauser		63,494,557		2,978,966		0
Craig O. McCaw		64,100,960		2,372,563		0
Lee E. Mikles		64,106,308		2,367,215		0
R. Gerard Salemme		64,096,996		2,376,527		0
Stuart M. Sloan		63,346,114		3,127,409		0
H. Brian Thompson		63,342,831		3,130,692		0

Proposal 2 – Approval of an advisory (non-binding) resolution on executive compensation.


Votes For	Votes Against		Votes Abstained		Broker Non-Votes
66,289,676		6,853		176,994		0

Proposal 3 – Approval of an advisory (non-binding) recommendation on the frequency of future advisory votes on executive compensation.


Votes 1 Year	Votes 2 Years		Votes 3 Years		Votes Abstained		Broker Non-Votes
66,007,471		94,677		203,412		167,963		0

Proposal 4 – Approval of reverse stock split at an exchange rate of 1-for-100 to allow the Company to deregister its Common Stock under the Securities Exchange Act of 1934.


Votes For	Votes Against		Votes Abstained		Broker Non-Votes
59,312,082		6,988,452		172,989		0

Proposal 5 – Re-approval of the 2012 Equity Incentive Plan for purposes of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended.


Votes For	Votes Against		Votes Abstained		Broker Non-Votes
63,029,757		3,269,684		174,082		0

Proposal 6 – Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.


Votes For	Votes Against		Votes Abstained		Broker Non-Votes
66,301,855		6,564		165,104		0

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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.


	Pendrell Corporation

June 16, 2017	By:	/s/ Timothy M. Dozois

		Name: Timothy M. Dozois
		Title: Corporate Counsel and Corporate Secretary