pdvWireless, Inc. (NASDAQ:PDVW) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On June 23, 2017, the Board of Directors (the Board) of
pdvWireless,Inc., a Delaware corporation (the Company), upon
recommendation of the Nominating and Corporate Governance
Committee of the Board (the Nominating Committee), adopted the
Companys Amended and Restated Bylaws (the Restated Bylaws),
amending Article I, Section 8 thereof, to implement a majority
voting standard in uncontested elections of directors (the
Majority Voting Standard) effective as of the date of the annual
meeting of stockholders to be held in 2018. The Majority Voting
Standard provides that a director shall be elected to the Board
if the number of shares voted for a directors election exceeds
50% of the number of votes cast with respect to that directors
election. However, in the event of a contested election of
directors, directors shall be elected by the vote of a plurality
of the votes cast.

Additionally, if a director nominee fails to receive for votes
representing at least a majority of votes cast and is an
incumbent director, the Bylaws would require the director to
tender his or her resignation to the Board if not already
tendered to the Companys conditional resignation policy set forth
in the Restated Bylaws and the Companys corporate governance
guidelines, subject to acceptance by the Board. The Nominating
Committee would then be charged with making a recommendation to
the Board as to whether to accept or reject the tendered
resignation, or whether other action should be taken.

The foregoing summary of the amendments to the Restated Bylaws is
qualified in its entirety by reference to the full text of the
Restated Bylaws, a copy of which is filed with this Current
Report on Form8-K as Exhibit3.1 and incorporated in this Item
5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

pdvWireless, Inc. Exhibit
EX-3.1 2 pdvw-20170627xex3_1.htm EX-3.1 Exhibit 31 – ByLaws Amendment Exhibit 3.1   AMENDED AND RESTATED BYLAWSOFPDVWIRELESS,…
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About pdvWireless, Inc. (NASDAQ:PDVW)

pdvWireless, Inc., formerly Pacific DataVision, Inc., is a wireless communications carrier and a provider of mobile workforce communication and location-based solutions. The Company’s solutions focus on enhancing the productivity of its customers’ field-based workers, and the efficiency of their dispatch and call center operations. The Company is deploying and operating the two-way radio networks that offer push-to-talk (PTT) communications services to primarily dispatch-centric, small and medium-sized businesses. The Company has launched its PTT networks in markets throughout the United States. The Company offers its DispatchPlus service, which combines pdvConnect, its suite of mobile communication and workforce management applications with digital network architecture and mobile devices. Developed for dispatch-centric businesses, pdvConnect enables businesses to locate and communicate with their field workers.