pdvWireless, Inc. (NASDAQ:PDVW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(d)

On May 8, 2017, the Board of Directors (the Board) of
pdvWireless, Inc. (the Company), based on the recommendation of
the Boards Nominating and Corporate Governance Committee,
authorized and approved (i) an increase in the number of members
of the Board from seven to eight members and (ii) the appointment
of Mark Hennessy as a member of the Board, effective immediately.
The Company issued a press release announcing the appointment of
Mr. Hennessy.A copy of that press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated by
reference in this Item5.02.

The Companys non-employee director compensation program for
fiscal 2017 provides for an annual cash retainer of $50,000 for
service on the Board, payable in four equal quarterly
installments, and on a pro-rata basis for service during any
portion of a quarter.Additionally, the Companys non-employee
director compensation program provides for an annual grant of
Restricted Stock Awards. Under this program, Mr. Hennessy
received a Restricted Stock Award in the amount of 1,410 shares
of the Companys common stock based on the Companys closing stock
price on May 8, 2017 (the Restricted Stock Award).The Restricted
Stock Award will vest on the earlier of May 8, 2018 or the 2017
annual meeting of stockholders, subject to accelerated vesting in
the event of a change of control.The Restricted Stock Award is
subject to the terms and conditions of the Companys 2014 Stock
Plan and a Restricted Stock Award Agreement in the form
previously approved by the Board for issuance to the Companys
non-employee directors. The Companys form of Non-Employee
Director Restricted Stock Award Agreement was filed with the
Securities and Exchange Commission (the SEC) on February 16, 2016
as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for
the quarter ended December 31, 2015 and is incorporated herein by
reference.

The Company also entered into an Indemnification Agreement with
Mr. Hennessy. The Indemnification Agreement provides for
indemnification and advancement of litigation and other expenses
to Mr. Hennessy to the fullest extent permitted by law for claims
relating to his service to the Company or its subsidiaries. The
Companys form of indemnification agreement was filed with the SEC
on December 19, 2014 as Exhibit 10.11 to the Companys
Registration Statement on Form S-1 and is incorporated herein by
reference.

There are no family relationships between Mr. Hennessy and any of
the Companys directors or executive officers and Mr. Hennessy
does not have any direct or indirect material interest in any
transaction required to be disclosed to Item404(a) of Regulation
S-K.There were no arrangements or understandings by which Mr.
Hennessy was named a director.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

pdvWireless, Inc. (NASDAQ:PDVW) Recent Trading Information

pdvWireless, Inc. (NASDAQ:PDVW) closed its last trading session down -0.15 at 23.05 with 11,164 shares trading hands.