UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 7, 2016

 

 

PENDRELL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Washington		001-33008		98-0221142
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification #)

2300 Carillon Point

Kirkland, Washington 98033

(Address of Principal Executive Offices) (Zip Code)

(425) 278-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

Pendrell Corporation (the “Company”) held its annual meeting of shareholders on July 7, 2016. At the meeting, the shareholders of the Company (i) elected the persons listed below to serve as directors of the Company, (ii) approved an advisory (non-binding) resolution on executive compensation; (iii) approved a reverse stock split within a range of 1-for-3 and 1-for-10, which ratio will be selected at the sole discretion of the Company’s Board of Directors at any whole number in the foregoing range; and (iv) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Set forth below are the voting results for each of these proposals:

Proposal 1 — Election of Directors.

 

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Richard P. Emerson		586,172,329		1,642,664		21,367,985
Nicolas Kauser		581,885,873		5,929,120		21,367,985
Craig O. McCaw		583,437,925		4,377,068		21,367,985
Lee E. Mikles		585,548,501		2,266,492		21,367,985
R. Gerard Salemme		584,032,228		3,782,765		21,367,985
Stuart M. Sloan		576,365,855		11,449,138		21,367,985
H. Brian Thompson		575,790,176		12,024,817		21,367,985

Proposal 2 — Approval of an advisory (non-binding) resolution on executive compensation.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
523,214,096		64,589,853		11,044		21,367,985

Proposal 3 — Approval of reverse stock split within a range of 1-for-3 and 1-for-10.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
608,693,835		436,179		52,964		0

Proposal 4 — Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
608,935,959		186,642		60,377		0

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 11, 2016