INSEEGO CORP. (NASDAQ:INSG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
meeting of its stockholders (the Special Meeting) at which the
stockholders of the Company considered and acted upon the following
proposals, which are set out in more detail in the Companys
definitive proxy statement filed with the U.S. Securities and
Exchange Commission on December 5, 2016 and mailed to the
stockholders of the Company on December 7, 2016:
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1.
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Approval of the Sale of all of the issued and outstanding
stock of NWI to TCL. By the vote reflected below, the stockholders approved the adoption of the stock purchase agreement, dated as of September 21, 2016, by and among the Company, Novatel Wireless, Inc. (NWI), T.C.L. Industries Holdings (H.K.) Limited and Jade Ocean Global Limited (TCL), which provides for the sale by the Company of all of the issued and outstanding shares of the common stock of NWI to TCL for $50.0 million in cash (the Sale). |
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2.
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Approval of an Amendment to NWIs Amended and Restated
Certificate of Incorporation. By the vote reflected below, the stockholders approved an amendment to NWIs amended and restated certificate of incorporation to remove certain provisions that require the Companys stockholders to approve certain corporate actions of NWI. |
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3.
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Advisory Vote on Sale-Related Executive Compensation.>By
the vote reflected below, the stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to certain of the Companys named executive officers in connection with the Sale, including the agreements and understandings to which such compensation may be paid or become payable. |
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Proposal
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Vote Results
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Vote Type
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Voted
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Voted (%)
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O/S (%)
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Approval of the Sale of all of the issued and outstanding
stock of NWI to TCL |
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APPROVED
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For
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32,455,258
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98.87
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59.70
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Against
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261,131
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0.80
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0.48
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Abstain
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106,912
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0.33
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0.20
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Non-Votes
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Approval of an Amendment to NWIs Amended and Restated
Certificate of Incorporation |
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APPROVED
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For
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32,380,562
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98.65
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59.57
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Against
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328,504
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1.00
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0.60
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Abstain
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114,235
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0.35
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0.21
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Non-Votes
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Advisory Vote on Sale-Related Executive Compensation
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APPROVED
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For
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31,821,216
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96.94
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58.54
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Against
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931,414
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2.84
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1.71
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Abstain
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70,671
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0.22
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0.13
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Non-Votes
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announcing the results of the votes taken at the Special Meeting.
A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
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4.1
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Amendment to Novatel Wireless, Inc.’s Amended and
Restated Certificate of Incorporation. |
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99.1
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Press release, dated January 10, 2017.
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About INSEEGO CORP. (NASDAQ:INSG)
Inseego Corp, formerly Novatel Wireless, Inc., is a provider of software-as-a-service (SaaS) and solutions for the Internet of Things (IoT). The Company offers a range of products, including mobile hotspots, universal serial bus (USB) modems, embedded modules, integrated asset-management and mobile tracking machine-to-machine (M2M) devices, communications and applications software and cloud services. The Company sells its telematics solutions under the Ctrack brand, including its fleet management, asset tracking and monitoring, stolen vehicle recovery, and usage-based insurance platforms. It operates in the wireless communications industry in two product categories: M2M Products and Solutions, and Mobile Computing Solutions. It sells business connectivity solutions and device management services through its subsidiaries. Its products operate on cellular wireless technology platform. It serves over 590,000 global subscribers, including 182,000 fleet management subscribers. INSEEGO CORP. (NASDAQ:INSG) Recent Trading Information
INSEEGO CORP. (NASDAQ:INSG) closed its last trading session up +0.05 at 2.82 with 205,000 shares trading hands.