Current Report Filing (8-k)
June 28 2021 - 10:23AM
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) June 25, 2021
COMSOVEREIGN HOLDING CORP.
(Exact
name of registrant as specified in charter)
Nevada
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333-150332
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46-5538504
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(State
or other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5000
Quorum Drive, Suite 400
Dallas,
TX
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75254
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(Address
of Principal Executive Offices)
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(zip
code)
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(Registrant’s
telephone
number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $.0001 per share
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COMS
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The
Nasdaq Stock Market LLC
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Warrants
to purchase Common Stock
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COMSW
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The
Nasdaq Stock Market LLC
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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
June 25, 2021, COMSovereign Holding Corp. (the “Company”) held its Annual Meeting of Stockholders for the fiscal year ended
December 31, 2020 (the “Annual Meeting”). Holders of 38,085,622 shares of the Company's common stock were present in person
or by proxy at the Annual Meeting, representing 53.8% of the total outstanding shares of common stock, and therefore constituting a quorum
of more than a majority of the shares outstanding and entitled to vote at the Annual Meeting, as of the record date of April 28, 2021.
The final voting result for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal
1: Election of Directors
The
following seven individuals were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting
of Stockholders or until their successors have been duly elected and qualified. No broker Non-votes are counted.
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For
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Withheld
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Daniel L. Hodges
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35,641,060
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2,444,562
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John E. Howell
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35,490,812
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2,594,810
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David Aguilar
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35,811,659
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2,273,963
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Richard J. Berman
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34,916,837
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3,168,785
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Brent M. Davies
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35,469,646
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2,615,976
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Kay Kapoor
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34,377,860
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3,707,762
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James A. Marks
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35,579,838
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2,505,784
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Proposal
2: Approval of Amendment to the 2020 Long-Term Incentive Plan
The
stockholders approved the amendment to the Company’s 2020 Long-Term Incentive Plan.
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For
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Against
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Abstain
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Total Shares Voted
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30,727,182
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6,758,661
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599,779
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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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COMSOVEREIGN HOLDING CORP.
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Date: June 28, 2021
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By:
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/s/ Daniel L. Hodges
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Name:
Title:
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Daniel L. Hodges
Chief Executive Officer
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