SEC Form DEF 14A filed by ConnectM Technology Solutions Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
2 Mount Royal Avenue, Suite 550
Marlborough, Massachusetts 01752
To Be Held On November 19, 2024
https://www.cstproxy.com/connectm/2024.
Marlborough, Massachusetts October 30, 2024
2 Mount Royal Avenue, Suite 550
Marlborough, Massachusetts 01752
FOR THE SPECIAL MEETING OF STOCKHOLDERS
Proposals
|
| |
Page
|
| |
Board
Recommendation |
|
Proposal 1: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 10,391,588 shares of Common Stock upon the conversion of $13,739,484 of the Company’s outstanding debt into shares of Common Stock of the Company at a conversion price of $2.00 per share (the “Conversion Price”) subject to adjustment, pursuant to certain note conversion agreements and debt conversion agreements entered into in September 2024 and October 2024 (collectively, the “Conversion Agreements”), between the Company and certain of the Company’s note holders and debt holders (“Proposal 1” or the “Share Issuance Proposal”). | | |
7
|
| |
For
|
|
Proposal 2: To approve the adjournment of the Special Meeting by the chair of the Special Meeting to a later date, if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Share Issuance Proposal, or (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Special Meeting; provided that the Special Meeting is reconvened as promptly as practical thereafter (“Proposal 2” or the “Adjournment Proposal”). | | |
10
|
| |
For
|
|
| | | | | 1 | | | |
| | | | | 7 | | | |
| | | | | 10 | | | |
| | | | | 13 | | | |
| | | | | 13 | | |
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
5783274#
Proposal
Number |
| |
Proposal
Description |
| |
Vote Required for Approval
|
| |
Voting Options
|
| |
Effect of
Abstentions |
| |
Effect of
Broker Non-Votes (if any) |
| |
Board
Recommendation |
|
1 | | |
Share
Issuance Proposal |
| | “For” votes from the holders of a majority of total votes cast on the matter | | |
FOR,
AGAINST, or ABSTAIN |
| | No effect | | | N/A | | | FOR | |
2 | | |
Adjournment
Proposal |
| | “For” votes from the holders of a majority of total votes cast on the matter | | |
FOR,
AGAINST, or ABSTAIN |
| | AGAINST | | | AGAINST | | | FOR | |
THE SHARE ISSUANCE PROPOSAL
A VOTE “FOR” FOR THE APPROVAL OF THE SHARE ISSUANCE PROPOSAL.
THE ADJOURNMENT PROPOSAL
A VOTE “FOR” FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares |
| |
% of
Class |
| ||||||
Directors and Executive Officers of ConnectM | | | | | | | | | | | | | |
Bala Padmakumar(2)
|
| | | | 2,250,000 | | | | | | 10.6% | | |
Bhaskar Panigrahi(6)
|
| | | | 4,206,043 | | | | | | 19.9% | | |
Girish Subramanya
|
| | | | 431,775 | | | | | | 2.0% | | |
Kevin Stateham(3)
|
| | | | 24,967 | | | | | | | | |
Mahesh Choudhury(4)
|
| | | | 225,936 | | | | | | | | |
Gautam Barua
|
| | | | — | | | | | | | | |
Kathy Cuocolo
|
| | | | 25,000 | | | | | | | | |
Stephen Markscheid
|
| | | | 25,000 | | | | | | | | |
All directors and executive officers of ConnectM as a group (eight individuals) | | | | | | | | | | | | | |
Five Percent Holders of ConnectM: | | | | | | | | | | | | | |
Bala Padmakumar(2)
|
| | | | 1,625,000 | | | | | | 7.7% | | |
Bhaskar Panigrahi(6)
|
| | | | 4,206,043 | | | | | | 19.4% | | |
2 Mount Royal Avenue, Suite 550
Marlborough, Massachusetts 01752
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
November 19, 2024
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
5783274#
| For ☐ | | | Against ☐ | | | Abstain ☐ | |
| For ☐ | | | Against ☐ | | | Abstain ☐ | |
| | | | Dated: , 2024 | |
|
Dated: , 2024
Stockholder Signature
|
| |
Stockholder’s Signature
|
|
| | | |
Stockholder’s Signature
|
|