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 |