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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
|
|
|
|
|
|
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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Nicola Palmer as Director
On June 24, 2024, the Board of Directors (the “Board”) of NextNav Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from six (6) directors to seven (7) directors and appointed Nicola Palmer as a director to fill the resulting vacancy with her term expiring at the Company’s 2025 annual meeting of stockholders and until her successor has been elected and qualified, subject, however, to her earlier death, resignation, retirement, disqualification or removal. Ms. Palmer has been appointed to the Audit Committee of the Board.
Ms. Palmer’s compensation will be consistent with the compensation provided to all of the Company’s non-employee directors. Ms. Palmer will receive a pro-rated annual award of restricted stock with a grant date value of $134,384, which shall vest in full on May 1, 2025. Additionally, Ms. Palmer will receive a pro-rated annual retainer of (i) $45,000 for her service on the Board and (ii) $5,000 for her service on the Audit Committee, in each case, payable quarterly in arrears.
The Company will enter into an indemnity agreement with Ms. Palmer in connection with her appointment to the Board. The indemnity agreement is in substantially the same form as the indemnity agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2021.
No arrangement or understanding exists between Ms. Palmer and any other person pursuant to which Ms. Palmer was appointed as a director. There are no transactions in which Ms. Palmer has an interest which would require disclosure under Item 404(a) of Regulation S-K.
Item 8.01.Other Events.
On June 25, 2024, the Company issued a press release announcing Ms. Palmer’s appointment to the Board. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
|
Description |
|
99.1 |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 25, 2024
|
|
NEXTNAV INC. | ||
|
|
|
| |
|
|
By: |
/s/ Christian D. Gates | |
|
|
|
Name: |
Christian D. Gates |
|
|
|
Title: |
Chief Financial Officer |