NN 8-K
Nextnav Inc. (NN)
UNITED
STATES
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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
N/A
(Former name or former address, if changed since last report.)
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 each exchange on which registered | ||
| Capital Market | ||||
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John Muleta as Director
On January 16, 2024, the Board of Directors (the “Board”) of NextNav Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from six (6) directors to seven (7) directors and on January 18, 2024, appointed John Muleta as a director to fill the resulting vacancy with his term expiring at the Company’s 2024 annual meeting of stockholders and until his successor has been elected and qualified, subject, however, to his earlier death, resignation, retirement, disqualification or removal. Mr. Muleta has been appointed to the Audit Committee of the Board.
Mr. Muleta’s compensation will be consistent with the compensation provided to all of the Company’s non-employee directors. Mr. Muleta will receive a pro-rated annual award of restricted stock with a grant date value of $49,315, which shall vest in full on May 1, 2024. Additionally, Mr. Muleta will receive quarterly compensation, based on a value of $45,000 per year, plus $5,000 per committee, paid in immediately vested Common Stock.
The Company also entered into an indemnity agreement with Mr. Muleta in connection with his appointment to the Board. The indemnity agreement is in substantially the same form as the indemnity agreement for the other directors of the Company that was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2021.
No arrangement or understanding exists between Mr. Muleta and any other person pursuant to which Mr. Muleta was appointed as a director. There are no transactions in which Mr. Muleta has an interest which would require disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On
January 22, 2024, the Company issued a press release announcing Mr. Muleta’s appointment to the Board. A copy of the press release
is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press release dated January 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 22, 2024
| NEXTNAV INC. | |||
| By: | /s/ Christian D. Gates | ||
| Name: | Christian D. Gates | ||
| Title: | Chief Financial Officer | ||
2
Exhibit 99.1
NextNav Announces Appointment of John Muleta to Board of Directors
Muleta Brings Extensive Spectrum Expertise, Including Several Leadership Roles within the Federal Communications Commission
McLean, VA., January 22, 2024 – NextNav (Nasdaq: NN) (“NextNav” or the “Company”) a leader in next generation positioning, navigation, and timing (PNT) and 3D geolocation, today announced the appointment of John Muleta to the company’s Board of Directors, effective January 18, 2024. Mr. Muleta has been appointed as a member of the Audit Committee of the Board. Following the appointment of Mr. Muleta, the Board is now comprised of seven directors.
“We are delighted to welcome John to the NextNav Board of Directors,” stated NextNav CEO Mariam Sorond. “John’s unparalleled expertise in the development and implementation of wireless policies, particularly in spectrum allocation and public safety, based on his career at the FCC, makes him a valuable addition to our board. His significant accomplishments in public service complement his track record in the private sector, where he has played pivotal roles in growing and scaling companies at the forefront of the wireless industry. We believe John’s knowledge and experience will be instrumental as we continue to advance our technologies in 3D geolocation and PNT solutions and resiliency, leveraging our spectrum.”
Currently serving as the CEO of ATELUM LLC, a technology transfer firm specializing in mobile and Internet services, and as the Managing Member of SNR Wireless, Mr. Muleta’s career spans the public and private sectors. Notably, he served as the Chief of the FCC’s Wireless Telecommunications Bureau, where he oversaw the development and implementation of spectrum policies, managed the FCC’s auction and licensing processes, and helped implement the Agency’s wireless E911 mandate. In the private sector, Mr. Muleta has an extensive track record of leadership and entrepreneurship. Further, he co-founded and served as CEO and board member of M2Z Networks, served as Chairman and CEO of Tellus Technology, and held the position of Senior Vice President for global infrastructure deployment at PSINet. Mr. Muleta has an undergraduate degree in Systems Engineering and a joint MBA/JD from the University of Virginia.
“I am enthusiastic about joining the NextNav team,” remarked Mr. Muleta. “NextNav is a rapidly growing company with a well-established and advanced technology platform, and I am looking forward to helping the company solidify and grow its leadership position in the 3D PNT industry.”
About NextNav Inc.
NextNav Inc. (Nasdaq: NN) is a leader in next generation GPS, enabling a whole new ecosystem of applications and services that rely upon vertical location and resilient geolocation technology. The company’s Pinnacle network delivers highly accurate vertical positioning to transform location services, reflecting the 3D world around us and supporting innovative, new capabilities. NextNav’s TerraPoiNT network delivers accurate, reliable, and resilient 3D positioning, navigation and timing (PNT) services to support critical infrastructure and other GPS-reliant systems in the absence or failure of GPS.
For more information, please visit https://nextnav.com/ or follow NextNav on Twitter or LinkedIn.
Source: NN-FIN
Contacts:
Erica Bartsch
Sloane & Company