8-K
Kvh Industries Inc \De\ (KVHI)
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 10, 2020
KVH Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-28082 | 05-0420589 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 50 Enterprise Center, Middletown, RI 02842 | ||
| --- | ||
| (Address of Principal Executive Offices and zip code) | (401) 847-3327 | |
| --- | ||
| (Registrant’s telephone number, including area code) |
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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
|---|---|---|
| Common Stock, par value $0.01 per share | KVHI | The NASDAQ Stock Market LLC<br><br>(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
At the annual meeting of stockholders on June 10, 2020, our stockholders voted:
| • | to elect James S. Dodez and Danelle M. Barrett as Class III directors to serve until our annual meeting of stockholders in 2023, and thereafter until their respective successors are duly elected and qualified; |
|---|---|
| • | to approve the KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan, which increases the number of shares reserved for issuance under the Plan; |
| --- | --- |
| • | to approve, in a non-binding "say on pay" vote, the compensation of our named executive officers; and |
| --- | --- |
| • | to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2020. |
| --- | --- |
The final results of such voting are set forth below.
Proposal #1 - To vote upon the election of two Class III directors.
| Name of Director Nominee | Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes |
|---|---|---|---|---|
| James S. Dodez | 12,161,813 | 2,011,362 | 4,722 | 2,733,193 |
| Danelle M. Barrett | 13,863,025 | 307,201 | 7,671 | 2,733,193 |
Proposal #2 - To approve the KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan.
| Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes |
|---|---|---|---|
| 9,824,308 | 4,344,402 | 9,187 | 2,733,193 |
Proposal #3 - To approve, in a non-binding "say on pay" vote, the compensation of our named executive officers.
| Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes |
|---|---|---|---|
| 12,132,077 | 2,028,904 | 16,916 | 2,733,193 |
Proposal #4 - To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2020.
| Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes |
|---|---|---|---|
| 16,746,964 | 159,227 | 4,899 | — |
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.
| KVH INDUSTRIES, INC. | ||
|---|---|---|
| Date: June 10, 2020 | BY: | /s/ FELISE FEINGOLD |
| Felise Feingold | ||
| Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary |