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AST SpaceMobile (NASDAQ: ASTS) shareholders approve board slate, auditor and say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AST SpaceMobile, Inc. reported results of its Annual Meeting of Stockholders held on June 12, 2026. Stockholders representing 253,500,110 shares, or 87.7% of total voting power as of the record date, were present in person or by proxy, establishing a quorum.

All 10 director nominees were elected to serve until the 2027 Annual Meeting, each receiving a substantial majority of votes cast, with broker non-votes recorded on the election proposals. Ronald Rubin and Johan Wibergh each received more than 873 million votes for their election.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 955,415,314 votes for, 1,026,633 against, and 525,865 abstentions. In addition, the non-binding advisory vote on compensation for the company’s named executive officers was approved, with 857,850,351 votes for, 17,588,127 against, 530,264 abstentions, and 80,999,070 broker non-votes.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented 253,500,110 shares Class A, B and C common stock at Annual Meeting
Voting power represented 87.7% Total voting power present at Annual Meeting
Auditor ratification votes for 955,415,314 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 857,850,351 votes Advisory approval of named executive officer compensation
Largest director support example 873,653,887 votes Votes for director nominee Ronald Rubin
Broker non-votes on say-on-pay 80,999,070 votes Non-votes recorded on executive compensation proposal
non-binding advisory vote financial
"approve a non-binding advisory vote on the compensation paid to the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Votes For ... Votes Withheld ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Record Date financial
"holders of each class of common stock as of April 22, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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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

 

 

 

FAQ

What did ASTS stockholders approve at the June 12, 2026 annual meeting?

AST SpaceMobile stockholders elected all 10 director nominees, ratified KPMG LLP as independent auditor for 2026, and approved a non-binding advisory vote on executive compensation. Each proposal received strong majority support based on votes cast at the annual meeting.

How many ASTS shares were represented at the 2026 annual meeting?

A total of 253,500,110 shares of AST SpaceMobile Class A, Class B and Class C common stock were represented in person or by proxy. This represented 87.7% of the company’s total voting power entitled to vote at the 2026 annual meeting.

Was KPMG LLP ratified as ASTS’s independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as AST SpaceMobile’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 955,415,314 votes for, 1,026,633 votes against, and 525,865 abstentions, and no broker non-votes on this proposal.

Did ASTS stockholders approve executive compensation in the say-on-pay vote?

Yes. In a non-binding advisory vote, stockholders approved compensation paid to AST SpaceMobile’s named executive officers, with 857,850,351 votes for, 17,588,127 votes against, 530,264 abstentions, and 80,999,070 broker non-votes recorded on the compensation proposal.

How were voting rights structured across ASTS share classes at the 2026 meeting?

Holders of Class A and Class B common stock had one vote per share, while Class C common stock carried 10 votes per share. All three classes outstanding as of April 22, 2026, the record date, were entitled to vote on each proposal.

Were all ASTS director nominees elected at the 2026 annual meeting?

Yes. All 10 director nominees, including Abel Avellan, Adriana Cisneros and others, were elected to serve until the 2027 Annual Meeting. Each received a large majority of votes cast, with additional broker non-votes reported on the director election proposals.

Filing Exhibits & Attachments

3 documents