- Current report filing (8-K)
20 December 2012 - 8:35AM
Edgar (US Regulatory)
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): December 17, 2012
POWERWAVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-21507
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11-2723423
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1801 E. St. Andrew Place
Santa Ana, CA 92705
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (714) 466-1000
Former name or former address, if changed since last report: N/A
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On December 17, 2012, Powerwave Technologies, Inc. (the
Company
) held its 2012 Annual Meeting of Shareholders (the Annual Meeting.) Of the 31,770,931 shares of the
Companys common stock (Common Stock,) issued, outstanding and entitled to vote at the Annual Meeting, the holders of 26,978,816 shares of Common Stock were present in person or by proxy. The Annual Meeting was held for the
following purposes:
Proposal 1
To elect each of the following seven director nominees to serve on the Companys Board of Directors until the next annual meeting of shareholders or until their successors are duly elected and
qualified. The affirmative vote of a plurality of the votes cast at the Annual Meeting was required for the election of the director nominees. Each of the seven director nominees was elected at the Annual Meeting. The vote for each director nominee
was as follows:
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For
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Withheld
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Broker Non-Votes
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Moiz M. Beguwala
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7,943,284
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3,014,270
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16,021,262
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Ken J. Bradley
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7,968,907
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2,988,647
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16,021,262
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Richard Burns
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7,664,298
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3,293,256
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16,021,262
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Ronald J. Buschur
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7,714,297
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3,243,257
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16,021,262
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David L. George
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7,951,895
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3,005,659
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16,021,262
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Eugene L. Goda
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7,925,377
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3,032,177
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16,021,262
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Carl W. Neun
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7,985,030
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2,972,524
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16,021,262
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Proposal 2
To hold a non-binding advisory vote on the approval of the compensation of the Companys named executive officers. This proposal was approved by a majority of the shares of Common Stock present and
entitled to vote at the Annual Meeting in person or by proxy. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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7,125,452
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3,790,441
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41,661
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16,021,262
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Proposal 3
To ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for fiscal year 2012. This proposal was approved by a majority of the shares
of Common Stock present and entitled to vote at the Annual Meeting in person or by proxy. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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25,401,485
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1,338,225
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239,106
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2
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.
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Date: December 19, 2012
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POWERWAVE TECHNOLOGIES, INC
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By:
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/s/ Kevin T. Michaels
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Kevin T. Michaels
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Chief Financial Officer
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3
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