UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported) | Commission File Number | |||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| 68 South Service Road, Suite 230 Melville, New York 11747 | ||||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
(631) 962-7000 | ||||||||
| (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 the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of 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).
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. ☐
Explanatory Note
This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Comtech Telecommunications Corp. on December 18, 2023 (the “Original Report”). This Amendment No. 1 is being filed for the sole purpose of including, in accordance with Item 5.07(d) of Form 8-K, the recommendation of the Company's Board of Directors on the frequency of say-on-pay votes going forward. There are no other changes to the Original Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On December 14, 2023, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2023 Annual Meeting of Stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the stockholders of the Company voted on the following proposals as set forth in the Company’s Proxy Statement for the Annual Meeting, with the following results, which were consistent with the recommendations of the Company’s Board of Directors in each case:
Proposal No. 1 - Election of Six Directors.
All nominees for election to the Board of Directors of the Company listed in the Definitive Proxy Statement for the Annual Meeting were elected as follows:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
Ken Peterman | 22,964,116 or 98.3% | 404,980 | 8,575 | 2,694,117 | ||||||||||
Rear Admiral (Ret.) Wendi B. Carpenter | 22,626,046 or 96.8% | 743,584 | 8,041 | 2,694,117 | ||||||||||
| Lieutenant General (Ret.) Bruce T. Crawford | 23,069,565 or 98.7% | 297,720 | 10,386 | 2,694,117 | ||||||||||
| The Honorable Ellen M. Lord | 23,066,927 or 98.7% | 299,998 | 10,746 | 2,694,117 | ||||||||||
| Mark R. Quinlan | 22,723,029 or 97.2% | 646,035 | 8,607 | 2,694,117 | ||||||||||
| Dr. Yacov A. Shamash | 22,839,780 or 97.7% | 529,693 | 8,198 | 2,694,117 | ||||||||||
Proposal No. 2 - Approval (On an Advisory Basis) of the Compensation of the Named Executive Officers.
The advisory vote on the compensation of Named Executive Officers of the Company was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | ||||||||
19,255,793 or 88.0% | 2,635,570 | 1,486,308 | 2,694,117 | ||||||||
Proposal No. 3 - Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers.
The advisory vote to approve the frequency of future advisory votes on the compensation of the Named Executive Officers was approved at the Annual Meeting by the following votes:
1 Year | 2 Years | 3 Years | Abstain | ||||||||
21,659,940 or 94.1% | 56,197 or 0.2% | 1,297,315 or 5.6% | 364,219 | ||||||||
Based on the results of the stockholders’ votes, and consistent with its own recommendation, the Company’s Board of Directors has determined to conduct the advisory vote on the compensation of Named Executive Officers of the Company on an annual basis, at least until the next advisory vote on the frequency of future say-on-pay votes.
Proposal No. 4 - Ratification of the Selection of Independent Registered Public Accounting Firm.
The non-binding ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending July 31, 2024 was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | ||||||||
25,979,160 or 99.7% | 81,128 | 11,500 | — | ||||||||
Proposal No. 5 - Approval of the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the "2023 Plan").
The 2023 Plan was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | ||||||||
22,465,922 or 96.2% | 898,200 | 13,549 | 2,694,117 | ||||||||
(c) Not applicable.
(d) Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: December 22, 2023
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer