8-K
Nextnav Inc. (NN)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2026
NEXTNAV INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40985 | 87-0854654 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation or organization) | (Commission File Number) | (I.R.S. Employer <br> Identification No.) |
11911 Freedom Drive, Ste. 200
Reston, Virginia 20190
(800) 775-0982
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | NN | Nasdaq Capital Market |
| Warrants, each to purchase one share of Common Stock | NNAVW | Nasdaq Capital 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 ☒
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.
On May 21, 2026, NextNav Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders: (1) elected each of the Company’s director nominees to the Company’s Board of Directors (the “Board”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results for each proposal submitted to a vote of the Company’s stockholders at the Meeting are set forth below.
| Proposal 1. | To elect the ten (10) director nominees to the Board, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office: | |||||
|---|---|---|---|---|---|---|
| Nominee | Votes<br><br>For | Votes<br><br>Withheld | Broker<br><br>Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| Mariam Sorond | 59,255,643 | 213,211 | 21,345,975 | |||
| Bandel L. Carano | 59,216,599 | 252,255 | 21,345,975 | |||
| Lisa Hook | 59,352,512 | 116,342 | 21,345,975 | |||
| H. Wyman Howard III | 58,042,657 | 1,426,197 | 21,345,975 | |||
| Alan B. Howe | 59,278,010 | 190,844 | 21,345,975 | |||
| Jonathan A. Marcus | 57,499,024 | 1,969,830 | 21,345,975 | |||
| John B. Muleta | 55,187,045 | 4,281,809 | 21,345,975 | |||
| Nicola Palmer | 53,848,483 | 5,620,371 | 21,345,975 | |||
| Lorin Selby | 59,371,658 | 97,196 | 21,345,975 | |||
| Neil S. Subin | 55,754,615 | 3,714,239 | 21,345,975 | |||
| Proposal 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: | |||||
| --- | --- | |||||
| Votes<br><br>For | Votes<br><br>Against | Votes<br><br>Abstained | ||||
| --- | --- | --- | ||||
| 77,328,542 | 38,894 | 11,588 |
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.
Date: May 27, 2026
| NEXTNAV INC. | ||
|---|---|---|
| By: | /s/ James Black | |
| Name: | James Black | |
| Title: | General Counsel and Secretary |