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 3, 2020
CAMBIUM NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-38952 |
Not Applicable |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
3800 Golf Road, Suite 360
Rolling Meadows, Illinois 60008
(Address of principal executive offices)
+1 (345) 943-3100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary Shares, par value $0.0001 per share |
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CMBM |
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Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☒ |
Emerging growth company |
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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. |
Cambium Networks Corporation, a Cayman Islands corporation (the “Company”), held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 3, 2020. As of April 9, 2020, the record date for the Annual Meeting, there were outstanding 25,680,282 shares of the Company’s ordinary shares. At the Annual Meeting, there were present, in person or by proxy, holders of 23,114,238 ordinary shares, or approximately 90.01% of the total outstanding ordinary shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The Company’s shareholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 24, 2020: (i) to elect two directors, Alexander Slusky and Atul Bhatnagar as Class I directors of the Company each to serve for a three-year term expiring at the Company’s annual meeting of shareholders in 2023 and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Proposal 2”).
The Company’s shareholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s shareholders voted for Class I directors as follows:
Class I Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Alexander Slusky |
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21,806,936 |
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597,955 |
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709,347 |
Atul Bhatnagar |
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21,964,639 |
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440,252 |
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709,347 |
The Company’s shareholders approved to ratify the appointment of KPMG LLP in Proposal 2. The votes cast at the Annual Meeting were as follows:
For |
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Against |
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Abstain |
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23,109,502 |
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1,504 |
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3,232 |
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No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CAMBIUM NETWORKS CORPORATION |
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Dated: June 4, 2020 |
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By: |
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/s/ STEPHEN CUMMING |
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Name: |
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Stephen Cumming |
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Title: |
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Chief Financial Officer |