Comtech Telecommunications Corporation

01/16/2025 | Press release | Distributed by Public on 01/16/2025 07:47

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On January 13, 2025, Comtech Telecommunications Corp. (the "Company") held its Fiscal 2024 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 Six 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 39,109,292 475,134 74,881 4,816,363
Rear Admiral (Ret.) Wendi B. Carpenter
35,707,626 3,891,592 60,088 4,816,363
Lieutenant General (Ret.) Bruce T. Crawford 39,073,873 509,113 76,320 4,816,363
Michael J. Hildebrandt 39,430,945 160,819 67,542 4,816,363
Mark R. Quinlan 37,612,292 1,981,071 65,943 4,816,363
Lawrence J. Waldman 35,893,736 3,702,206 63,364 4,816,363
As previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on January 13, 2025, subsequent to the filing of the Company's Definitive Proxy Statement on Schedule 14A, John Ratigan resigned as the Company's President and Chief Executive Officer and as a director of the Board, effective as of January 13, 2025. In connection with Mr. Ratigan's resignation from the Board, Mr. Ratigan withdrew his candidacy for election as a director at the Company's Annual Meeting, and any votes cast with respect to the election of Mr. Ratigan were not counted for any purpose.
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
30,753,587 8,081,082 824,636 4,816,363
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, 2025 was approved at the Annual Meeting by the following votes:
For
Against
Abstain
Broker Non-Votes
44,472,934 315,426 34,948 -
Proposal No. 4 - Approval of an Amendment to the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the "2023 Plan").
The Amendment to the 2023 Plan was approved at the Annual Meeting by the following votes:
For
Against
Abstain
Broker Non-Votes
34,364,218 5,205,580 89,508 4,816,363
(c) On November 17, 2024, the Company entered into a cooperation agreement with Fred Kornberg, Michael Porcelain and Oleg Timoshenko, the terms of which are described in the Company's Form 8-K filed with the SEC on November 18, 2024 (the "Cooperation Agreement Form 8-K"). The information required by Item 5.07(c) of Form 8-K is incorporated herein by reference to the disclosure set forth in the Cooperation Agreement Form 8-K.
(d) Not applicable.
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