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):  November 8, 2010
 
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-33449
 
20-8259086
(State or other
 
(Commission File Number)
 
(IRS Employer
jurisdiction
of incorporation)
     
Identification No.)

55 Hammarlund Way
Middletown, RI
 
02842
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (401) 848-5848

 

(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 DFR 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))

 
 
 

 

On November 8, 2010, at the annual meeting of stockholders of Towerstream Corporation (the “Company”), the Company’s stockholders approved (i) electing the five directors named by the Company (Philip Urso, Jeffrey M. Thompson, Howard L. Haronian, M.D., Paul Koehler, and William J. Bush) to hold office until the next annual meeting of stockholders, (ii) the Company’s 2010 Employee Stock Purchase Plan, (iii) an amendment to the Company’s 2008 Non-Employee Directors Compensation Plan to extend the option term, modify annual compensation and permit the issuance of restricted stock awards (the “Non-Employee Directors Plan Amendment”), and (iv) ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 (the “Auditor Ratification”).

As of the record date for the meeting of September 15, 2010, 35,068,121 shares of common stock, constituting all of the outstanding capital stock of the Company, were issued and outstanding, of which a total of 29,850,849 shares were voted at the annual meeting. The vote for each proposal was as follows:

Proposal
For
Against
Abstain
Broker Non-Votes
1. Election of five directors:
       
  Philip Urso
14,177,092
80,350
240,950
15,352,457
  Jeffrey M. Thompson
14,398,392
80,800
19,200
15,352,457
  Howard L. Haronian, M.D.
12,509,974
1,816,718
171,700
15,352,457
  Paul Koehler
13,668,277
659,115
171,000
15,352,457
  William J. Bush
14,039,142
411,250
48,000
15,352,457
2. 2010 Employee Stock Purchase Plan
13,406,282
807,960
284,150
15,352,457
3. Non-Employee Directors Plan Amendment
11,292,069
3,053,848
152,475
15,352,457
4. Auditor Ratification
28,218,937
440,761
1,191,151
-
 
 
 
 

 
 
SIGNATURES
 
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.

 
TOWERSTREAM CORPORATION  
       
Dated: November 12, 2010
 
By:
/s/ Joseph P. Hernon
   
Name: Joseph P. Hernon
   
Title:  Chief Financial Officer