UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Preferred Stock Purchase Rights |
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New York Stock Exchange |
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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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2024, Terran Orbital Corporation, a Delaware corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, an aggregate of at least 127,426,764 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which represents a quorum of the outstanding Common Stock entitled to vote as of the record date of April 1, 2024, were represented in person or by proxy.
At the Annual Meeting, stockholders considered and approved the two proposals that management presented, each of which is described in more detail in the Company's definitive proxy statement filed on April 10, 2024.
The results detailed below for the proposals presented at the Annual Meeting represent the final voting results as certified by the Inspector of Election.
Director Election Proposal
The stockholders approved a proposal to elect James LaChance, Daniel Staton and Stratton Sclavos to serve as Class II directors until the 2027 Annual Meeting (the “Director Election Proposal”). The following is a tabulation of the stockholder votes with respect to the Director Election Proposal:
Director |
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For |
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Against |
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Withhold |
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Broker Non-Vote |
James LaChance |
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77,285,491 |
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0 |
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6,123,640 |
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44,017,633 |
Daniel Staton |
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77,872,722 |
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0 |
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5,536,409 |
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44,017,633 |
Stratton Sclavos |
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76,329,549 |
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0 |
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7,079,582 |
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44,017,633 |
Auditor Ratification Proposal
The stockholders approved a proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”). The following is a tabulation of the stockholder votes with respect to the Auditor Ratification Proposal:
For |
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Against |
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Withhold |
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Broker Non-Vote |
126,205,634 |
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909,231 |
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311,899 |
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0 |
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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TERRAN ORBITAL CORPORATION |
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Date: |
May 29, 2024 |
By: |
/s/ James S. Black |
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James S. Black Senior Vice President, General Counsel and Secretary |