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):  May 10, 2011
___________

NII HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
000-32421
(Commission File Number)
91-1671412
(IRS Employer
Identification No.)
     
1875 Explorer Street, Suite 1000
Reston, Virginia
 (Address of principal executive offices)
 
20190
(Zip Code)

Registrant’s telephone number, including area code: (703) 390-5100

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:

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

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

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

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



 
 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 10, 2011, NII Holdings, Inc. held its 2011 Annual Meeting of Stockholders, at which four proposals were submitted to and approved by its stockholders.  The final voting results are as follows.

1.  
Election of Directors.  In an uncontested election, each of the following nominees was elected to the Board of Directors for a three year term expiring in 2014.  The following table reflects the voting results for each nominee:

             
 
  
For
  
Withheld
  
Broker
Non-Votes
         
Charles M. Herington
  
138,168,413
  
2,785,614
  
10,695,933
         
Rosendo G. Parra
  
137,952,689
  
3,001,338
  
10,695,933
         
John W. Risner
  
137,440,773
  
3,513,254
  
10,695,933

2.  
Advisory Vote on Executive Compensation.  The stockholders voted, on an advisory basis, to approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement.  The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
134,499,051
 
5,660,281
 
794,695
 
10,695,933

3.  
Advisory Vote on the Frequency of Advisory Votes on Executive Compensation.  The stockholders voted, on an advisory basis, for an annual advisory vote on executive compensation. The voting results were as follows:

1 Year
 
2 Year
 
3 Year
 
Abstain
 
Broker Non-Votes
118,231,849
 
6,111,784
 
15,827,673
 
782,721
 
10,695,933
 
Based on these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.

4.  
Auditor Ratification.  The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011 was ratified by the following vote:
 
For
 
Against
 
Abstain
149,349,420
 
2,280,416
 
20,124
 



 
 

 



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.


 
NII HOLDINGS, INC.
   
(Registrant)
 
       
       
Dated:  May 10, 2011
By:
/s/ Shana C. Smith
 
   
Shana C. Smith
 
   
Counsel and Assistant Secretary