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Section 1: 8-K (8-K)

 

 

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 6, 2019

 


 

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35155

 

95-4856877

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

10960 Wilshire Blvd., 23rd Floor
Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 586-5180

 


 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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:

 

Common Stock, $0.0001 par value

 

WIFI

 

The Nasdaq Stock Market LLC

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

 

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. o

 

 

 


 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

Boingo Wireless, Inc. (the “Company”) held the 2019 Annual Meeting of Stockholders on June 6, 2019 (the “Annual Meeting”) and the Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 23, 2019 (the “Proxy Statement”).

 

At the close of business on April 12, 2019, the record date of the Annual Meeting, the Company had 43,985,021 shares of common stock issued and outstanding. The holders of a total of 38,404,791 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.

 

The following proposals were submitted to the Company’s stockholders at the Annual Meeting:

 

1.                     The election of Lance Rosenzweig, Michele Choka, David Hagan, Terrell Jones and Kathy Misunas to serve until the 2020 annual meeting of stockholders.

 

2.                     The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

3.                     An advisory vote on the Company’s executive compensation.

 

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

1.              Board of Directors Election Results

 

The following nominees were elected to serve until the 2020 annual meeting of stockholders or until their respective successors have been duly elected and qualified.  The number of votes cast for and against and the number of abstentions and broker non-votes for each nominee were as follows:

 

Director Name

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

Lance Rosenzweig

 

23,888,034

 

9,099,084

 

19,837

 

5,397,836

 

Michele Choka

 

32,922,521

 

66,732

 

17,702

 

5,397,836

 

David Hagan

 

32,866,546

 

132,359

 

8,050

 

5,397,836

 

Terrell Jones

 

32,812,419

 

174,113

 

20,423

 

5,397,836

 

Kathy Misunas

 

32,818,565

 

170,157

 

18,233

 

5,397,836

 

 

The following directors, in addition to the directors listed above, will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Maury Austin, Chuck Davis and Mike Finley.

 

2.              Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The number of votes cast for and against and the number of abstentions for this proposal were as follows (there were no broker non-votes for this proposal):

 

Votes For

 

Votes Against

 

Abstentions

 

38,077,266

 

315,671

 

11,854

 

 

2


 

3.              Advisory Vote on Executive Compensation

 

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

32,404,792

 

584,245

 

17,918

 

5,397,836

 

 

3


 

SIGNATURES

 

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.

 

 

BOINGO WIRELESS, INC.

 

 

DATE: June 7, 2019

By:

/s/ Peter Hovenier

 

 

Peter Hovenier

 

 

Chief Financial Officer and Secretary

 

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