AST SpaceMobile Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2025, as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of AST SpaceMobile, Inc. (the “Company”) approved the Amended and Restated AST SpaceMobile, Inc. 2024 Incentive Award Plan (the “Plan”). The Board of Directors of the Company (the “Board”) previously adopted the Plan on October 6, 2025, subject to stockholder approval. The Plan reserves an additional 10,000,000 shares of the Company’s Class A Common Stock for the issuance of awards under the Plan and extends the Plan’s expiration date from July 29, 2034 until October 6, 2035, unless terminated earlier by the Board.
The material terms of the Plan are described in “Proposal No. 1 – Approval of the Amended and Restated AST SpaceMobile, Inc. 2024 Incentive Award Plan to Increase the Number of Shares of the Company’s Class A Common Stock Available for Issuance Thereunder and to Extend the Term of the Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2025, which description is incorporated herein by reference. The description of the material terms of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 21, 2025, the Company held the Special Meeting of Stockholders at which the Company’s stockholders voted on a proposal to approve the Plan.
The Company has three classes of common stock, and holders of each class of common stock as of October 15, 2025 (the “Record Date”) were entitled to vote at the Special Meeting of Stockholders. Holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share on the forgoing proposal, and holders of the Company’s Class C Common Stock were entitled to 10 votes per share on the forgoing proposal. There were 153,102,460 shares of the Company’s Class A, Class B and Class C Common Stock represented either in person or by proxy at the Special Meeting of Stockholders, which represented 80.2% 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 Special Meeting of Stockholders, is set forth below.
Proposal 1: Approval of the Amended and Restated AST SpaceMobile, Inc. 2024 Incentive Award Plan to Increase the Number of Shares of the Company’s Class A Common Stock Available for Issuance Thereunder and to Extend the Term of the Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 819,647,361 | 36,483,937 | 438,864 | - |
The Company’s stockholders approved the Plan.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Amended and Restated AST SpaceMobile, Inc. 2024 Incentive Award Plan | |
| 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: November 21, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||