Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
On
A copy of the Company's Amended and Restated Articles of Incorporation is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The foregoing summary of the our Amended and Restated Articles of Incorporation is subject to, and qualified in its entirety by, the full text of the Amended Bylaws.
The Company's common stock is expected to begin trading on a split-adjusted
basis at market open on
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
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Proposal 1: Approval of Reverse Stock Split Proposal
The stockholders approved the proposal to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our Articles of Incorporation, to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined by the Board, ranging from one-for-seventy-five to one-for-two hundred twenty-five. No broker Non-votes are counted.
For Against Abstain Total Shares Voted 73,367,453 10,876,568 1,276,218
Proposal 2: Approval of Amendment to the 2020 Long-Term Incentive Plan
The stockholders approved an amendment to the Company's 2020 Long-Term Incentive Plan, or the 2020 Plan, to increase the number of shares of common stock authorized for issuance under the 2020 Plan by 30,000,000 shares on a pre-reverse stock split basis. There were 21,436,855 broker Non-votes.
For Against Abstain Total Shares Voted 40,163,390 23,470,697 449,297
Proposal 3: Election of Directors
The following four 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. There were 21,436,855 broker Non-votes.
For Withheld Richard J. Berman 53,192,475 10,890,909 Kay Kapoor 54,023,655 10,059,729 James A.Marks 53,829,459 10,253,925 David A. Knight 54,935,011 9,148,373 2
Proposal 4: Ratification of Appointment of
The stockholders ratified the appointment of
For Against Abstain Total Shares Voted 80,607,023 4,019,591 893,625
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 3.1February 8, 2023 Amended and Restated Articles of Incorporation. 99.1 Press Release, datedFebruary 9, 2023 , entitled "COMSovereign Announces Results of its 2022 Annual Meeting." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K, including Exhibit 99.1, may
contain "forward looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act and Section 21E of the Exchange Act.
Certain statements furnished are not historical facts are forward-looking
statements that reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions, and involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated by the statements made herein. Forward-looking statements are
generally identifiable by the use of forward-looking terminology such as
"believe," "expect," "may," "looks to," "will," "should," "could," "continue,"
"anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary,"
"project," "seek," "plan," "looks to," "on condition," "target," "potential,"
"guidance," "outlook" or "trend," or other comparable terminology, or by a
general discussion of strategy or goals or other future events, circumstances,
or effects. Such statements include, but are not limited to, statements about
our plans, objectives, expectations, intentions, estimates and strategies for
the future, and other statements that are not historical facts. These
forward-looking statements are based on our current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that
may cause actual results and financial position and timing of certain events to
differ materially from the information in the forward-looking statements. These
and other risks and uncertainties include, but are not limited to, those are
described in greater detail under the section titled "Risk Factors" contained in
the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and
the Company's other filings with the
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