Current Report Filing (8-k)
August 02 2017 - 5:23PM
Edgar (US Regulatory)
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):
August 2, 2017
STRAIGHT PATH COMMUNICATIONS INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-36015
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46-2457757
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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5300 Hickory Park Drive, Suite 218
Glen Allen, Virginia, 23059
(Address of principal executive offices and
zip code)
Registrant’s telephone number, including
area code: (804) 433-1522
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders
On
August 2, 2017, Straight Path Communications Inc. (“Straight Path” or the “Company”) held a Special Meeting
of Stockholders (the “Special Meeting”). The Company filed its Definitive Proxy Statement for the proposals voted
on at the Special Meeting with the Securities and Exchange Commission on June 30, 2017.
As
of the close of business on June 30, 2017, the record date for the Special Meeting, there were 11,932,652 shares of the Company’s
Class B common stock, 1/10 of a vote per share, outstanding and 787,163 shares of the Company’s Class A common stock, 3
votes per share, outstanding. The outstanding shares that were present in person or by proxy represented 3,153,577 votes (or 89%)
of the total 3,554,754 outstanding shares entitled to vote at the Special Meeting, and therefore a quorum was present. The number
of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented
at the Special Meeting is set forth below:
1.
Proposal to adopt the Agreement and Plan of Merger, dated as of May 11, 2017, as it may be amended from time to time, by and among Straight Path Communications Inc., Verizon Communications Inc. and Waves Merger Sub I, Inc.
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For
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Against
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Abstain
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%
Votes in favor of Proposal 1
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Class
A common stock
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2,361,489
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0
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0
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100
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%
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Class
B common stock
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774,536
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362
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17,190
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98
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%
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Total
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99
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%
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The
proposal was approved, having received "for" votes from a majority of the votes entitled to be cast at the Special Meeting.
2.
Proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Straight Path’s
named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation
may be paid or become payable.
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For
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Against
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Abstain
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%
Votes in favor of Proposal 2
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Class
A common stock
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2,361,489
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0
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0
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100
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%
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Class
B common stock
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532,324
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240,421
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19,343
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67
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%
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Total
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92
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%
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The
proposal was approved, having received "for" votes from a majority of the votes duly cast at the Special Meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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.
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STRAIGHT PATH COMMUNICATIONS INC.
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Dated: August 2, 2017
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By:
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/s/ Jonathan Rand
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Name: Jonathan Rand
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Title: Chief Financial Officer
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EXHIBIT INDEX
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