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Section 1: 8-K (FORM 8-K)

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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 4, 2020

 

 

 

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: (310586-5180

 

 

 

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):

 

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

 

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

 

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

 

¨            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 ¨

 

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.

 

Boingo Wireless, Inc. (the “Company”) held the 2020 Annual Meeting of Stockholders on June 4, 2020 (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 21, 2020 (the “Proxy Statement”).

 

At the close of business on April 9, 2020, the record date of the Annual Meeting, the Company had 44,325,775 shares of common stock issued and outstanding. The holders of a total of 39,346,414 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 each of the Company’s existing directors to serve until the 2021 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, 2020.

 

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 2021 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     32,921,282       1,754,927       113,542       4,556,663  
Mike Finley     34,317,096       457,299       15,356       4,556,663  
Maury Austin     34,228,273       447,002       114,476       4,556,663  
Roy Chestnutt     34,029,992       645,003       114,756       4,556,663  
Michele Choka     34,145,467       542,307       101,977       4,556,663  
Chuck Davis     33,511,754       1,257,221       20,776       4,556,663  
David Hagan     33,044,402       1,729,294       16,055       4,556,663  
Terrell Jones     33,515,396       1,159,449       114,906       4,556,663  
Kathy Misunas     34,180,900       507,106       101,745       4,556,663  

 

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, 2020. 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 
 38,554,114    784,881    7,419 

 

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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 
 34,098,862    636,052    54,837    4,556,663 

 

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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 5, 2020By:  / s/ Peter Hovenier
   Peter Hovenier
   Chief Financial Officer and Secretary

 

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