8-K – 2026-06-15 – form8-k.htm

Fulltext

false
0001780312

0001780312

2026-06-12
2026-06-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

 

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

 

 

FORM
8-K

 

 

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): June 12, 2026

 

 

 

AST
SpaceMobile, Inc.

(Exact
name of registrant as specified in its charter)

 

 

 

Delaware
 
001-39040
 
84-2027232

(State or Other Jurisdiction

of Incorporation)

 
(Commission

File
Number)

 
(I.R.S.
Employer

Identification
No.)

 

Midland
International Air & Space Port

2901
Enterprise Lane

Midland ,
Texas 79706

(Address
of Principal Executive Offices) (Zip Code)

 

(432)
276-3966

(Registrant’s
telephone number, including area code)

 

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

Class
A common stock, par value $0.0001 per share
 
ASTS
 
The
Nasdaq Stock Market LLC

 

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
June 12, 2026, 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 2027 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, 2026, and (iii) approve a non-binding advisory vote on the compensation paid to the Company’s named executive
officers.

 

The
Company has three classes of common stock and holders of each class of common stock as of April 22, 2026 (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 253,500,110 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 87.7% 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  
  865,956,540    
  10,012,202    
  80,999,070  

Adriana
Cisneros  
  865,304,347    
  10,664,395    
  80,999,070  

Luke
Ibbetson  
  866,483,148    
  9,485,594    
  80,999,070  

Andrew
Johnson  
  862,858,943    
  13,109,799    
  80,999,070  

Edward
Knapp  
  866,628,205    
  9,340,537    
  80,999,070  

Keith
Larson  
  866,573,064    
  9,395,678    
  80,999,070  

Ronald
Rubin  
  873,653,887    
  2,314,855    
  80,999,070  

Richard
Sarnoff  
  855,702,211    
  20,266,531    
  80,999,070  

Julio
A. Torres  
  861,619,648    
  14,349,094    
  80,999,070  

Johan
Wibergh  
  873,653,321    
  2,315,421    
  80,999,070  

 

Each
of the 10 director nominees was elected to serve until the 2027 Annual Meeting of Stockholders.

 

Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes
For    
Votes
Against    
Abstentions    
Broker
Non-Votes  

955,415,314    
  1,026,633    
  525,865    
  -  

 

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, 2026.

 

Proposal
3: Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

 

Votes
For    
Votes
Against    
Abstentions    
Broker
Non-Votes  

857,850,351    
  17,588,127    
  530,264    
  80,999,070  

 

The
Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers.

 

Item
9.01. Financial Statement and Exhibits.

 

(d)
Exhibits

 

Exhibit
No. Description

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 12, 2026
By:
/s/
Andrew M. Johnson

 
 
Andrew
M. Johnson

 
 
Executive
Vice President, Chief Financial Officer and Chief Legal Officer