Comtech (NASDAQ: CMTL) investors approve board, pay and equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Comtech Telecommunications Corp. reported the voting results of its Fiscal 2025 Annual Meeting of Stockholders held on March 9, 2026. Stockholders elected seven directors to the Board, with each nominee receiving more votes "For" than "Against."
On an advisory basis, stockholders approved the compensation of the Company’s named executive officers, with 32,033,498 votes in favor and 5,598,343 against. They also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026. In addition, stockholders approved an amendment to the 2023 Equity and Incentive Plan to increase the number of shares of common stock available under the plan.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On March 9, 2026, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2025 Annual Meeting of Stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the stockholders of the Company voted on the following proposals as set forth in the Company’s Proxy Statement for the Annual Meeting, with the following results, which were consistent with the recommendations of the Company’s Board of Directors (the "Board") in each case:
Proposal No. 1 - Election of Seven Directors.
The nominees listed below received the number of votes set forth opposite their name at the Annual Meeting, and were elected to the Board:
Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||
| Kenneth H. Traub | 38,123,051 | 259,978 | 17,979 | 6,134,308 | |||||||||||||||||||
| Lieutenant General (Ret.) Bruce T. Crawford | 38,006,695 | 325,110 | 69,203 | 6,134,308 | |||||||||||||||||||
| Michael J. Hildebrandt | 37,796,704 | 528,131 | 76,173 | 6,134,308 | |||||||||||||||||||
| Mark R. Quinlan | 34,629,245 | 1,491,812 | 2,279,950 | 6,134,309 | |||||||||||||||||||
| Mary Jane Raymond | 37,993,412 | 333,088 | 74,507 | 6,134,308 | |||||||||||||||||||
| Lloyd A. Sprung | 37,833,857 | 492,180 | 74,971 | 6,134,308 | |||||||||||||||||||
| Lawrence J. Waldman | 34,523,593 | 1,595,107 | 2,282,308 | 6,134,308 | |||||||||||||||||||
Proposal No. 2 - Approval (On an Advisory Basis) of the Compensation of the Named Executive Officers.
The advisory vote on the compensation of Named Executive Officers of the Company was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,033,498 | 5,598,343 | 769,161 | 6,134,313 | |||||||||||||||||
Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm.
The non-binding ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending July 31, 2026 was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 44,174,672 | 320,860 | 39,784 | — | |||||||||||||||||
Proposal No. 4 - Approval of an Amendment to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended (the "2023 Plan").
The Amendment to the 2023 Plan to increase the number of shares of Common Stock available under the 2023 Plan was approved at the Annual Meeting by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 37,122,608 | 1,165,014 | 113,382 | 6,134,311 | |||||||||||||||||
(c) Not applicable.
(d) Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: March 11, 2026
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer
FAQ
What did Comtech (CMTL) stockholders vote on at the Fiscal 2025 Annual Meeting?
Stockholders voted on electing seven directors, approving executive compensation on an advisory basis, ratifying Deloitte & Touche LLP as auditor for fiscal 2026, and approving an amendment to increase shares available under Comtech’s 2023 Equity and Incentive Plan.
Were Comtech (CMTL) director nominees elected at the 2025 Annual Meeting?
Yes, all seven director nominees were elected. Each nominee, including Kenneth H. Traub and Lieutenant General (Ret.) Bruce T. Crawford, received more votes “For” than “Against,” with additional broker non-votes recorded, confirming continued stockholder support for the Board’s slate.
Which audit firm did Comtech (CMTL) stockholders ratify for fiscal 2026?
Stockholders ratified Deloitte & Touche LLP as Comtech’s independent registered public accounting firm for the fiscal year ending July 31, 2026, with 44,174,672 votes “For,” 320,860 “Against,” and 39,784 abstentions, and no broker non-votes recorded on this proposal.
What change was approved to Comtech’s 2023 Equity and Incentive Plan?
Stockholders approved an amendment to the 2023 Equity and Incentive Plan to increase the number of shares of common stock available under the plan. The vote was 37,122,608 “For,” 1,165,014 “Against,” 113,382 abstentions, and 6,134,311 broker non-votes.
Was the amendment to Comtech’s equity plan consistent with Board recommendations?
Yes. All proposals, including the amendment to the 2023 Equity and Incentive Plan and the advisory vote on executive compensation, were approved with results consistent with recommendations made by Comtech’s Board of Directors in the company’s proxy materials for the annual meeting.