Towerstream Corporation (OTCMKTS:TWER) 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.
As previously disclosed in Towerstream Corporations (the Company)
current report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2017, Philip Urso resigned from his
position as Interim Chief Executive Officer of the Company. On
February 4, 2017, the Compensation Committee of the Board of
Directors of the Company (the Committee) approved a new
compensation arrangement with Mr. Urso whereby, effective
February 1, 2017, Mr. Urso, for a period of three months, will
assist in the transition to a new Chief Executive Officer and
provide other support and services to the Company. The agreement
may be extended by the mutual consent of the parties and includes
the following: (i) a monthly salary of $12,500 paid according to
the Companys standard pay practices; (ii) a car allowance of
$1,000 per month; and (iii) continued health insurance coverage
for Mr. Urso and his dependents.
On February 4, 2017, the Committee approved performance based
stock option grants to Mr. Urso, Arthur Giftakis, the Companys
Chief Operating Officer, and Frederick Larcombe, the Companys
Chief Financial Officer. Mr. Urso received options to purchase
500,653 shares of common stock of the Company, which vested
immediately upon grant. Mr. Giftakis received options to purchase
439,008 shares of common stock of the Company, which vest
quarterly over a two-year period. Mr. Larcombe received options
to purchase 250,326 shares of common stock of the Company, which
vest quarterly over a two-year period. All of the options expire
ten years from the date of grant and have an exercise price equal
to the closing price of the common stock of the Company on the
date of grant.
Item 5.07.Submission of Matters to a Vote of Security
Holders.
A special meeting of the stockholders (the Meeting) of the
Company was held on February 8, 2017. A total of 14,830,724
shares of common stock, constituting a quorum, were present and
accounted for at the Meeting. At the Meeting, the Companys
stockholders approved the following proposals:
(i) To grant the Board of Directors the authority, in its sole
direction, in determining a higher stock price that may be
required to meet the listing qualifications for one of the
national stock exchanges, to approve an amendment to our
Certificate of Incorporation to effect a reverse stock split of
our issued and outstanding common stock by a ratio of not less
than one-for-two and not more than one-for-twenty at any time
prior to February 8, 2018, with the exact ratio to be set at a
whole number within this range as determined by the Board of
Directors
The proposal was approved and the votes were cast as follows:
|
For |
Against |
Abstain |
Brokernon-votes |
|||
|
11,001,351 |
3,713,839 |
115,534 |
(ii) To authorize an amendment to the Companys 2016 Equity
Incentive Plan to increase the number of shares available for
issuance thereunder to 2,521,347 from 1,435,000.
The amendment was authorized and the votes were cast as follows:
|
For |
Against |
Abstain |
Brokernon-votes |
|||
|
5,529,742 |
2,820,972 |
110,118 | 6,369,892 |
As of the record date for the Meeting, 18,308,979 shares of
common stock were issued and outstanding.
About Towerstream Corporation (OTCMKTS:TWER)
Towerstream Corporation is a provider of fixed wireless services to businesses in over 10 urban markets across the United States. The Company operates through Fixed Wireless Services (Fixed Wireless) segment. Its fixed wireless service supports bandwidth on demand, wireless redundancy, virtual private networks, disaster recovery, bundled data and video services. Towerstream installs equipment on the rooftops of the buildings in which the Fixed Wireless segment customers operate and refer to these as Customer Locations. This equipment includes receivers and antennas, and a wireless connection is established between the Customer Location to one or more of its points of presence (PoPs). It provides fixed wireless broadband services to commercial customers and delivers access over a Wireless network transmitting over both regulated and unregulated radio spectrum. It provides services to business customers in various locations, including New York City, Boston, Chicago and Houston. Towerstream Corporation (OTCMKTS:TWER) Recent Trading Information
Towerstream Corporation (OTCMKTS:TWER) closed its last trading session up +0.005 at 0.172 with 4,313,248 shares trading hands.