AST SpaceMobile, Inc 8-K, filed Jun 9, 2025
AST SpaceMobile, Inc. (ASTS)
About this 8-K
AST SpaceMobile, Inc filed this 8-K on June 9, 2025, reporting on events of June 6, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2025, AST SpaceMobile, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to allow stockholders to act by written consent for the purpose of removing directors (the “Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation”). The Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on June 6, 2025. The foregoing description of the amendments is qualified in all respects by reference to the text of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2025, the Company held its Annual Meeting, at which the Company’s stockholders voted on proposals to (i) elect each of the directors nominated by the Board, each for a term expiring at the Company’s 2026 Annual Meeting of Stockholders, (ii) ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors, (iv) approve a non-binding advisory vote on the compensation paid to the Company’s named executive officers, and (v) approve a non-binding advisory vote on whether future advisory votes to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years.
The Company has three classes of common stock and holders of each class of common stock as of April 17, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. Holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share on each of the forgoing proposals and holders of the Company’s Class C Common Stock were entitled to 10 votes per share on each of the forgoing proposals. There were 179,067,964 shares of the Company’s Class A, Class B and Class C Common Stock represented either in person or by proxy at the Annual Meeting, which represented 85.6% of the total voting power of the Company, thereby constituting a quorum.
A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, is set forth below.
Proposal 1: Election of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Abel Avellan | 822,148,831 | 7,047,539 | 53,339,296 | |||
| Adriana Cisneros | 821,356,997 | 7,839,373 | 53,339,296 | |||
| Luke Ibbetson | 820,390,792 | 8,805,578 | 53,339,296 | |||
| Andrew Johnson | 819,568,210 | 9,628,160 | 53,339,296 | |||
| Edward Knapp | 820,732,373 | 8,463,997 | 53,339,296 | |||
| Keith Larson | 820,749,694 | 8,446,676 | 53,339,296 | |||
| Hiroshi Mikitani | 819,832,779 | 9,363,591 | 53,339,296 | |||
| Ronald Rubin | 827,632,382 | 1,563,988 | 53,339,296 | |||
| Richard Sarnoff | 817,064,454 | 12,131,916 | 53,339,296 | |||
| Julio A. Torres | 821,443,272 | 7,753,098 | 53,339,296 | |||
| Johan Wibergh | 828,372,377 | 823,993 | 53,339,296 |
Each of the 11 director nominees was elected to serve until the 2026 Annual Meeting of Stockholders.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 881,590,105 | 402,996 | 542,565 | - |
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3: Approval of an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 812,569,719 | 16,477,459 | 149,192 | 53,339,296 |
The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors.
Proposal 4: Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 821,570,402 | 6,904,076 | 721,892 | 53,339,296 |
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers.
Proposal 5: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 827,717,504 | 181,368 | 981,085 | 316,413 | 53,339,296 |
The Company’s stockholders approved, in a non-binding advisory vote, an annual advisory stockholder vote to approve the compensation paid to the Company’s named executive officers. In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, which the Company is required to hold every six years.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| AST SPACEMOBILE, INC. | ||
| Date: June 9, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO thE
second AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF ast spacemobile, INC.
AST SpaceMobile, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify pursuant to Section 242 of the DGCL:
| 1. | The name of the Corporation is AST SpaceMobile, Inc. The Corporation’s Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 6, 2021 (the “Second Amended and Restated Certificate of Incorporation”). |
| 2. | This amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL. |
| 3. | Section 8.1 of the Second Amended and Restated Certificate of Incorporation is amended and restated in its entirety to read as follows: |
“Section 8.1. Action by Written Consent. Except as otherwise provided in this Section 8.1, the stockholders of the Corporation may not effect any action by written consent. The stockholders of the Corporation may act by written consent to remove a Director or the entire Board from office pursuant to Section 7.3 if the action is authorized or taken by the written consent of the holders of outstanding shares of voting stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote were present thereon and voted, provided all other requirements of applicable law and the Amended Certificate of Incorporation are satisfied.”
| 4. | All other provisions of the Second Amended and Restated Certificate of Incorporation shall remain in full force and effect. |
| 5. | The foregoing amendments shall be effective upon the filing of this certificate of amendment (this “Certificate of Amendment”) with the Secretary of State of the State of Delaware. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name on this 6th day of June, 2025.
| AST SPACEMOBILE, INC | ||
| By: | /s/ Andrew Johnson | |
| Name: | Andrew Johnson | |
| Title: | Authorized Officer | |