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 7, 2023
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(401 ) 847-3327
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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 | ||||||||||||
(NASDAQ Global Select 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 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders on June 7, 2023, our stockholders voted:
•to elect David M. Tolley and Stephen H. Deckoff as Class III directors for a three-year term expiring in 2026;
•to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;
•to determine, in a non-binding “say on frequency” vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years); and
•to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023.
The final results of such voting, as certified by the independent inspector of election, are set forth below.
Proposal #1 - To elect two Class III directors to a three-year term.
| Name of Director Nominee | Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes | ||||||||||||||||||||||
| David M. Tolley | 11,389,445 | 2,081,536 | 86,419 | 3,189,256 | ||||||||||||||||||||||
| Stephen H. Deckoff | 12,941,235 | 531,627 | 84,538 | 3,189,256 | ||||||||||||||||||||||
Proposal #2 - To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
| Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | Number of Broker Non-Votes | |||||||||||||||||
| 9,992,886 | 3,479,145 | 85,369 | 3,189,256 | |||||||||||||||||
Proposal #3 - To determine, in a non-binding “say on frequency” vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years).
| 1 Year | 2 Years | 3 Years | Number of Abstentions | Number of Broker Non-Votes | ||||||||||||||||||||||
| 12,232,952 | 15,250 | 1,237,431 | 71,767 | 3,189,256 | ||||||||||||||||||||||
Proposal #4 - To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm.
| Number of Votes Cast For | Number of Votes Cast Against | Number of Abstentions | ||||||||||||
| 16,322,688 | 260,216 | 163,752 | ||||||||||||
SIGNATURES
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.
| KVH INDUSTRIES, INC. | ||||||||
| Date: June 8, 2023 | BY: | /s/ Roger A. Kuebel | ||||||
| Name: | Roger A. Kuebel | |||||||
| Title: | Chief Financial Officer | |||||||