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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2025, AST SpaceMobile, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to allow stockholders to act by written consent for the purpose of removing directors (the “Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation”). The Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on June 6, 2025. The foregoing description of the amendments is qualified in all respects by reference to the text of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2025, the Company held its Annual Meeting, at which the Company’s stockholders voted on proposals to (i) elect each of the directors nominated by the Board, each for a term expiring at the Company’s 2026 Annual Meeting of Stockholders, (ii) ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors, (iv) approve a non-binding advisory vote on the compensation paid to the Company’s named executive officers, and (v) approve a non-binding advisory vote on whether future advisory votes to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years.
The Company has three classes of common stock and holders of each class of common stock as of April 17, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. Holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share on each of the forgoing proposals and holders of the Company’s Class C Common Stock were entitled to 10 votes per share on each of the forgoing proposals. There were 179,067,964 shares of the Company’s Class A, Class B and Class C Common Stock represented either in person or by proxy at the Annual Meeting, which represented 85.6% 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 Annual Meeting, is set forth below.
Proposal 1: Election of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Abel Avellan | 822,148,831 | 7,047,539 | 53,339,296 | |||
| Adriana Cisneros | 821,356,997 | 7,839,373 | 53,339,296 | |||
| Luke Ibbetson | 820,390,792 | 8,805,578 | 53,339,296 | |||
| Andrew Johnson | 819,568,210 | 9,628,160 | 53,339,296 | |||
| Edward Knapp | 820,732,373 | 8,463,997 | 53,339,296 | |||
| Keith Larson | 820,749,694 | 8,446,676 | 53,339,296 | |||
| Hiroshi Mikitani | 819,832,779 | 9,363,591 | 53,339,296 | |||
| Ronald Rubin | 827,632,382 | 1,563,988 | 53,339,296 | |||
| Richard Sarnoff | 817,064,454 | 12,131,916 | 53,339,296 | |||
| Julio A. Torres | 821,443,272 | 7,753,098 | 53,339,296 | |||
| Johan Wibergh | 828,372,377 | 823,993 | 53,339,296 |
Each of the 11 director nominees was elected to serve until the 2026 Annual Meeting of Stockholders.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 881,590,105 | 402,996 | 542,565 | - |
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Proposal 3: Approval of an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 812,569,719 | 16,477,459 | 149,192 | 53,339,296 |
The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors.
Proposal 4: Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 821,570,402 | 6,904,076 | 721,892 | 53,339,296 |
The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers.
Proposal 5: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 827,717,504 | 181,368 | 981,085 | 316,413 | 53,339,296 |
The Company’s stockholders approved, in a non-binding advisory vote, an annual advisory stockholder vote to approve the compensation paid to the Company’s named executive officers. In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, which the Company is required to hold every six years.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. | |
| 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: June 9, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||