Comtech Telecommunications Corp 8-K, filed Jan 16, 2025
Comtech Telecommunications Corp (CMTL)
8-K
2025-01-16
For: 2025-01-13
View Original
Added on
April 06, 2026
About this 8-K
Comtech Telecommunications Corp filed this 8-K on January 16, 2025, reporting on events of January 13, 2025.
Items reported
- Item 5.07: Shareholder vote results
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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On January 13, 2025, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2024 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 (the "Board") in each case:
Proposal No. 1 - Election of Six Directors.
The nominees listed below received the number of votes set forth opposite their name at the Annual Meeting, and were elected to the Board:
Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||
| Kenneth H. Traub | 39,109,292 | 475,134 | 74,881 | 4,816,363 | |||||||||||||||||||
Rear Admiral (Ret.) Wendi B. Carpenter | 35,707,626 | 3,891,592 | 60,088 | 4,816,363 | |||||||||||||||||||
| Lieutenant General (Ret.) Bruce T. Crawford | 39,073,873 | 509,113 | 76,320 | 4,816,363 | |||||||||||||||||||
| Michael J. Hildebrandt | 39,430,945 | 160,819 | 67,542 | 4,816,363 | |||||||||||||||||||
| Mark R. Quinlan | 37,612,292 | 1,981,071 | 65,943 | 4,816,363 | |||||||||||||||||||
| Lawrence J. Waldman | 35,893,736 | 3,702,206 | 63,364 | 4,816,363 | |||||||||||||||||||
As previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2025, subsequent to the filing of the Company’s Definitive Proxy Statement on Schedule 14A, John Ratigan resigned as the Company’s President and Chief Executive Officer and as a director of the Board, effective as of January 13, 2025. In connection with Mr. Ratigan’s resignation from the Board, Mr. Ratigan withdrew his candidacy for election as a director at the Company’s Annual Meeting, and any votes cast with respect to the election of Mr. Ratigan were not counted for any purpose.
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 | |||||||||||||||||
| 30,753,587 | 8,081,082 | 824,636 | 4,816,363 | |||||||||||||||||
Proposal No. 3 - 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, 2025 was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 44,472,934 | 315,426 | 34,948 | — | |||||||||||||||||
Proposal No. 4 - Approval of an Amendment to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the "2023 Plan").
The Amendment to the 2023 Plan was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,364,218 | 5,205,580 | 89,508 | 4,816,363 | |||||||||||||||||
(c) On November 17, 2024, the Company entered into a cooperation agreement with Fred Kornberg, Michael Porcelain and Oleg Timoshenko, the terms of which are described in the Company’s Form 8-K filed with the SEC on November 18, 2024 (the “Cooperation Agreement Form 8-K”). The information required by Item 5.07(c) of Form 8-K is incorporated herein by reference to the disclosure set forth in the Cooperation Agreement Form 8-K.
(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: January 16, 2025
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer