8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 8, 2013

CLEARWIRE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-34196	56-2408571
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1475 120th Avenue Northeast, Bellevue, Washington 98005

(Address of Principal Executive Offices) (Zip Code)

(425) 216-7600

(Registrant’s Telephone Number, Including Area Code)

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 (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.

On July 8, 2013, Clearwire Corporation (“Clearwire”) held a special meeting of stockholders (the “Special Meeting”) to:

1. consider and vote on a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 17, 2012, as amended from time to time, by and among Sprint Nextel Corporation (“Sprint”), Collie Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Sprint, and Clearwire (such proposal, the “Merger Agreement Proposal”);

2. consider and vote on proposals to amend Clearwire’s amended and restated certificate of incorporation to (a) increase Clearwire’s authorized shares of Class A common stock (“Class A Common Stock”) by 1,019,162,522 shares and (b) increase Clearwire’s authorized shares of Class B common stock (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”) by 1,019,162,522 shares (such proposal, the “Charter Amendment Proposal);

3. consider and vote on proposals to authorize the issuance of (a) the Class A Common Stock and (b) the Class B Common Stock that may be issued upon (i) exchange of Clearwire Communications, LLC’s and Clearwire Finance, Inc.’s 1.00% Exchangeable Notes due 2018 (the “Notes”), or (ii) with respect to the Class A Common Stock, upon exchange of the Class B Common Stock and Clearwire Communications, LLC Class B units, issued upon exchange of the Notes in accordance with Rule 5635(d) of the NASDAQ Listing Rules (such proposal, the “NASDAQ Authorization Proposal”);

4. consider and vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Charter Amendment Proposal or the NASDAQ Authorization Proposal (such proposal, the “Adjournment Proposal);

5. approve, by non-binding, advisory vote, certain compensation arrangements for Clearwire’s named executive officers in connection with the merger (such proposal, the “Golden Parachute Proposal”); and

6. transact any other business that may properly come before the Special Meeting, or any adjournment or postponement of the Special Meeting, by or at the direction of the board of directors of Clearwire.

There were 698,846,925 shares of Class A Common Stock and 773,732,672 shares of Class B Common Stock outstanding and eligible to vote on the record date for the Special Meeting. 325,000 shares of the 699,171,925 shares of Class A Common Stock that were outstanding as of the record date were ineligible to vote at the Special Meeting, due to certain defaults under a stock pledge agreement relating to these shares, and such shares were disregarded for all purposes (including quorum and voting) at the Special Meeting.

Pursuant to the terms of the Merger Agreement, the approval of the Merger Agreement Proposal required the affirmative vote of the holders of at least 75% of the outstanding shares of our Common Stock entitled to vote. In addition the vote of holders of at least a majority of the outstanding shares of our Common Stock not held by Sprint, SOFTBANK CORP. (“SoftBank”) or any of their respective affiliates was required. Pursuant to the Merger Agreement, the approval of the Charter Amendment Proposal and NASDAQ Authorization Proposal required the affirmative vote of the holders of at least a majority of the

shares of our Common Stock entitled to vote and the holders of a least a majority of the outstanding shares of Common Stock not held by Sprint, SoftBank or any of their respective affiliates. The Adjournment Proposal and Golden Parachute Proposal required the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote thereon at the Special Meeting.

Each of the proposals was approved by the requisite holders of our Common Stock.

The results for each matter voted on where as follows:

1. the Merger Agreement Proposal:

FOR	AGAINST	ABSTAIN
1,346,284,355	56,483,711	1,731,235

2. the Charter Amendment Proposal:

2A: Amendment to the Clearwire’s amended and restated certificate of incorporation to increase the Clearwire’s authorized shares of Class A Common Stock by 1,019,162,522 shares.

FOR	AGAINST	ABSTAIN
1,360,644,687	41,933,206	1,921,409

2B: Amendment to the Clearwire’s amended and restated certificate of incorporation to increase the Clearwire’s authorized shares of Class B Common Stock by 1,019,162,522 shares.

FOR	AGAINST	ABSTAIN
1,366,845,153	35,731,365	1,922,785

3. the NASDAQ Authorization Proposal:

3A: Authorization of the issuance of the Class A Common Stock that may be issued upon exchange of Notes, or issued upon the exchange of the Class B Common Stock and Clearwire Communications, LLC Class B units issued upon exchange of the Notes in accordance with Rule 5635(d) of the NASDAQ Listing Rules.

FOR	AGAINST	ABSTAIN
1,354,736,547	47,786,411	1,976,343

3B: Authorization of the issuance of the Class B Common Stock that may be issued upon exchange of the Notes due 2018 in accordance with Rule 5635(d) of the NASDAQ Listing Rules.

FOR	AGAINST	ABSTAIN
1,354,722,206	47,779,876	1,997,219

4. the Adjournment Proposal:

FOR	AGAINST	ABSTAIN
1,346,334,396	56,170,204	1,994,700

5. the Golden Parachute Proposal:

FOR	AGAINST	ABSTAIN
1,186,572,111	149,679,708	68,247,481

Adjournment of the Special Meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Charter Amendment Proposal and the NASDAQ Authorization Proposal. No other business properly came before the Special Meeting.

Item 8.01. Other Events.

On July 8, 2013, Clearwire issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated July 8, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLEARWIRE CORPORATION
Dated: July 8, 2013
	By:	/s/ Broady R. Hodder
		Broady R. Hodder
		Sr. Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated July 8, 2013.

EX-99.1

EXHIBIT 99.1

July 8, 2013

Clearwire Minority Shareholders Overwhelmingly Approve Merger Transaction with Sprint

BELLEVUE, Wash. – July 8, 2013 – Clearwire Corporation (NASDAQ: CLWR) (“Clearwire” or “The Company”) has announced the results of its Special Meeting of Stockholders held today. The Company reported that the required majority of Clearwire stockholders not affiliated with Sprint or SoftBank and more than 75 percent of the outstanding shares entitled to vote thereon voted in favor of the merger agreement proposal to acquire all shares of Clearwire which Sprint does not currently own for $5.00 per share. In total, at the Special Meeting, the holders of approximately 82 percent of the unaffiliated outstanding shares of common stock, as of April 2, 2013, the record date for the Special Meeting, cast votes in favor of the transaction. Also, the holders of approximately 95 percent of the outstanding shares of common stock as of April 2, 2013, including the approximately 50.2 percent of shares already held by Sprint, cast votes in favor of the transaction.

“We are pleased that our stockholders recognize the value and merits of our merger with Sprint,” said Erik Prusch, President and CEO of Clearwire. “The Clearwire team is looking forward to working closely with our counterparts at Sprint to realize the potential of our assets inherent in this combination as we integrate our two companies.

“In addition, I would like to offer my sincere thanks and appreciation to the entire team at Clearwire. Their hard work, dedication and relentless focus on our business were instrumental in successfully accomplishing all that we did as a company. I am extremely proud of this group of people, and see today’s result as a culmination of the value they have delivered to our investors.”

Stockholders today also voted to approve all of the additional proposals, including the NASDAQ Authorization proposal, the Charter Amendment proposal, and a non-binding proposal regarding certain merger-related executive compensation arrangements.

The Company and Sprint currently expect to close the merger on July 9, 2013.

About Clearwire

Clearwire Corporation (NASDAQ: CLWR), through its operating subsidiaries, is a leading provider of 4G wireless broadband services offering services in areas of the U.S. where more than 130 million people live. The company holds the deepest portfolio of wireless spectrum available for data services in the U.S. Clearwire serves retail customers through its own CLEAR^® brand as well as through wholesale relationships with some of the leading companies in the retail, technology and telecommunications industries, including Sprint and NetZero. The company is constructing a next-generation 4G LTE Advanced-ready network to address the capacity needs of the market, and is also working closely with the Global TDD-LTE Initiative to further the TDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additional information is available at http://www.clearwire.com.

Cautionary Statement Regarding Forward Looking Statements

This document includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are intended to identify information that is not historical in nature.

This document contains forward-looking statements relating to the proposed transactions between Sprint Nextel Corporation (“Sprint”) and SoftBank Corp. (“SoftBank”) and its group companies, including Starburst II, Inc. (“Starburst II”), and the proposed acquisition by Sprint of Clearwire Corporation (“Clearwire”). All statements, other than historical facts, including, but not limited to: statements regarding the expected timing of the closing of the transactions; the ability of the parties to complete the transactions considering the various closing conditions; the expected benefits of the transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of SoftBank or Sprint; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) there may be a material adverse change of SoftBank; (2) the proposed financing may involve unexpected costs, liabilities or delays or may not be completed on terms acceptable to SoftBank, if at all; and (3) other factors as detailed from time to time in Sprint’s, Starburst II’s and Clearwire’s filings with the Securities and Exchange Commission (“SEC”), including Sprint’s and Clearwire’s Annual Reports on Form 10-K for the year ended December 31, 2012, and other factors that are set forth in the proxy statement/prospectus contained in Starburst II’s Registration Statement on Form S-4, which was declared effective by the SEC on May 1, 2013, and in other materials that will be filed by Sprint, Starburst II and Clearwire in connection with the transactions, which will be available on the SEC’s web site (www.sec.gov). There can be no assurance that the transactions will be completed, or if completed, that such transactions will close within the anticipated time period or that the expected benefits of such transactions will be realized.

All forward-looking statements contained in this document and the documents referenced herein are made only as of the date of the document in which they are contained, and none of Sprint, SoftBank, Starburst II, Clearwire or Collie Acquisition Corp. undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

CONTACTS:

Media Relations:

Susan Johnston, 425-505-6178

susan.johnston@clearwire.com

JLM Partners for Clearwire:

Mike DiGioia or Jeremy Pemble, 206-381-3600

mike@jlmpartners.com or jeremy@jlmpartners.com

Investor Relations:

Alice Ryder, 425-505-6494

alice.ryder@clearwire.com