Form 8-K AST SpaceMobile, Inc. For: Jun 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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. ☐
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 | ||
ATTACHMENTS / EXHIBITS