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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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On July 21, 2021, Teligent, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 53,944,510 shares of the Company’s common stock were present in person or represented by proxy, which represents 58.12% of the total shares of outstanding common stock entitled to vote as of the record date of May 17, 2021.
(b) The following actions were taken at the Annual Meeting:
| (1) | The following six nominees were elected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2022 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal: |
| Name of Director Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||||||||
| Carole S. Ben-Maimon | 31,025,805 | 7,009,852 | 15,908,853 | |||||||||
| John Celentano | 30,890,614 | 7,145,043 | 15,908,853 | |||||||||
| William S. Marth | 33,076,421 | 4,959,236 | 15,908,853 | |||||||||
| R. Carter Pate | 33,122,681 | 4,912,976 | 15,908,853 | |||||||||
| Thomas J. Sabatino | 30,790,734 | 7,244,923 | 15,908,853 | |||||||||
| Timothy B. Sawyer | 33,088,311 | 4,947,346 | 15,908,853 | |||||||||
| (2) | The Certificate of Amendment to the Amended and Restated Certification of Incorporation of the Company (the “Reverse Stock Split Charter Amendment”) to effect a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal: |
| Votes For | Votes Against | Abstentions | ||||||||
| 46,626,495 | 11,027,443 | 290,572 | ||||||||
| (3) | (a) The Second Amended and Restated Certificate of Incorporation of the Company (the “Proposed Amended and Restated Certificate of Incorporation”), which includes the changes in proposals 3(b), 3(c) and 3(d) below as separate proposals, did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 27,744,017 | 9,059,391 | 1,232,249 | 15,908,853 | |||||||||||
(b) Grant to the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 24,863,857 | 12,821,261 | 350,539 | 15,908,853 | |||||||||||
(c) Elimination of the ability of stockholders to act by written consent or electronic transmission did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 21,917,219 | 15,719,790 | 398,648 | 15,908,853 | |||||||||||
d) Elimination of the rights of holders of our common stock to vote on any amendment that relates solely to the terms of one or more outstanding series of our preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 21,789,211 | 15,762,074 | 484,371 | 15,908,853 | |||||||||||
| (4) | The 2021 Omnibus Incentive Plan did receive the affirmative vote of the holders of a majority of the votes cast in person or by proxy; however, the proposal did not pass as it was conditioned upon the effectiveness of the Reverse Stock Split Charter Amendment (which did not pass). The following are the votes for this proposal: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 24,749,137 | 13,022,030 | 264,491 | 15,908,853 | |||||||||||
| (5) | The compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved by an advisory vote of a majority of the total votes cast in person or by proxy. The following are the votes for this proposal: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote | |||||||||||
| 28,689,717 | 8,233,988 | 1,111,952 | 15,908,853 | |||||||||||
| (6) | The selection of Grassi & Co. CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by a majority of the total votes cast in person or by proxy, The following are the votes for this proposal: |
| Votes For | Votes Against | Abstentions | ||||||||
| 50,236,468 | 2,982,155 | 725,887 | ||||||||
SIGNATURE
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.
| TELIGENT, INC. | ||
| Date: July 22, 2021 | By: /s/ Philip K. Yachmetz | |
| Name: | Philip K. Yachmetz | |
| Title: | EVP, Chief Legal Officer and Corporate Secretary | |
Cover |
Jul. 21, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 21, 2021 |
| Entity File Number | 001-08568 |
| Entity Registrant Name | TELIGENT, INC. |
| Entity Central Index Key | 0000352998 |
| Entity Tax Identification Number | 01-0355758 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 105 Lincoln Avenue |
| Entity Address, City or Town | Buena |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08310 |
| City Area Code | 856 |
| Local Phone Number | 697-1441 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | TLGT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |