NextNav (NN) holders back full board slate and Ernst & Young for 2026

Rhea-AI Filing Summary

NextNav Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected all nominated directors to the Board, with votes for individual nominees ranging from 53.8 million to 59.4 million, plus 21.3 million broker non-votes.

Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 77,328,542 votes for, 38,894 against, and 11,588 abstentions.

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.

Key Figures

Votes for highest-supported director: 59,371,658 votes Broker non-votes per director proposal: 21,345,975 votes Auditor ratification votes for: 77,328,542 votes +3 more

6 metrics

Votes for highest-supported director 59,371,658 votes Lorin Selby director election at 2026 Annual Meeting

Broker non-votes per director proposal 21,345,975 votes Director elections at 2026 Annual Meeting

Auditor ratification votes for 77,328,542 votes Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 38,894 votes Ernst & Young LLP ratification

Auditor ratification abstentions 11,588 votes Ernst & Young LLP ratification

Meeting date May 21, 2026 2026 Annual Meeting of Stockholders

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, broker non-votes, emerging growth company

4 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Meeting”)."

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young 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 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"

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.

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Understanding 8-K Material Events →

false 0001865631 VA00018656312026-05-212026-05-210001865631us-gaap:CommonStockMember2026-05-212026-05-210001865631us-gaap:WarrantMember2026-05-212026-05-21

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): May 21, 2026

NEXTNAV INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40985		87-0854654
(State or other jurisdiction of     incorporation or organization)		(Commission File Number)		(I.R.S. Employer     Identification No.)

11911 Freedom Drive, Ste. 200

Reston, Virginia 20190

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 

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 exchange on which registered
Common Stock, par value $0.0001 per share		NN		Nasdaq Capital Market
Warrants, each to purchase one share of Common Stock		NNAVW		Nasdaq Capital Market

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 May 21, 2026, NextNav Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders: (1) elected each of the Company’s director nominees to the Company’s Board of Directors (the “Board”); and (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results for each proposal submitted to a vote of the Company’s stockholders at the Meeting are set forth below.

Proposal 1. To elect the ten (10) director nominees to the Board, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office:    

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Mariam Sorond			59,255,643				213,211				21,345,975
Bandel L. Carano			59,216,599				252,255				21,345,975
Lisa Hook			59,352,512				116,342				21,345,975
H. Wyman Howard III			58,042,657				1,426,197				21,345,975
Alan B. Howe			59,278,010				190,844				21,345,975
Jonathan A. Marcus			57,499,024				1,969,830				21,345,975
John B. Muleta			55,187,045				4,281,809				21,345,975
Nicola Palmer			53,848,483				5,620,371				21,345,975
Lorin Selby			59,371,658				97,196				21,345,975
Neil S. Subin			55,754,615				3,714,239				21,345,975

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes For		Votes Against		Votes Abstained
77,328,542		38,894		11,588

 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.

Date: May 27, 2026

	NEXTNAV INC.
	By:	/s/ James Black
		Name:	James Black
		Title:	General Counsel and Secretary

FAQ

What did NextNav (NN) stockholders approve at the 2026 Annual Meeting?

Stockholders elected all director nominees to the Board and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the voting results disclosed.

How did NextNav (NN) stockholders vote on the director nominees?

Each director nominee received strong support, with votes for ranging from 53,848,483 to 59,371,658. Each nominee also had votes withheld and 21,345,975 broker non-votes recorded for the election proposals.

Which audit firm did NextNav (NN) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as NextNav’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 77,328,542 votes for, 38,894 against, and 11,588 abstentions.

How many broker non-votes were recorded in NextNav’s 2026 director elections?

For each director nominee, there were 21,345,975 broker non-votes recorded. Broker non-votes arise when intermediaries do not have authority to vote on certain matters without specific stockholder instructions.

When and where did NextNav (NN) hold its 2026 Annual Meeting of Stockholders?

NextNav held its 2026 Annual Meeting of Stockholders on May 21, 2026. The company’s principal executive offices are located at 11911 Freedom Drive, Ste. 200, Reston, Virginia 20190, as referenced in the filing.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 DEFINITION 19.2 KB
• EX-101 PRESENTATION 19.3 KB
• EX-101 CALCULATION 883 B
• EX-101 LABEL 24.9 KB
• EX-101 SCHEMA 4.0 KB