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): June 29, 2012 (June 28, 2012)
NOVATEL WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE: 000-31659
| DELAWARE | 86-0824673 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9645 Scranton Road
San Diego, CA 92121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (858) 812-3400
N/A
(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)) |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 28, 2012, Novatel Wireless, Inc. (the “Company”) held its Annual Meeting of Stockholders. The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement dated May 15, 2012.
(b) Peter Leparulo was re-elected to the Board of Directors for a three (3) year term expiring at the 2015 Annual Meeting of Stockholders. In addition, the Company’s stockholders were asked:
| • | To hold an advisory vote on the compensation of the Company’s named executive officers; and |
| • | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012. |
| Eligible Votes : |
32,402,866.000000 | |||
| Voted Total : |
30,226,890.000000 | |||
| Voted Total (%) : |
93.28 | |||
| Proxies Cast Total : |
93 |
Vote Details
| Proposal | Vote type | Voted | Voted (%) |
0/S (%) |
||||||||||||
| PETER LEPARULO |
For | 18,572,111.000000 | 87.32 | 57.31 | ||||||||||||
| Withheld | 2,695,763.000000 | 12.68 | 8.32 | |||||||||||||
| Non Votes | 8,959,016.000000 | 27.65 | ||||||||||||||
| Uncast | 0.000000 | 0.00 | ||||||||||||||
| EXECUTIVE COMPENSATION |
For | 15,265,742.000000 | 71.78 | 47.11 | ||||||||||||
| Against | 5,995,059.000000 | 28.19 | 18.50 | |||||||||||||
| Abstain | 7,073.000000 | 0.03 | 0.02 | |||||||||||||
| Non Votes | 8,959,016.000000 | 27.65 | ||||||||||||||
| Uncast | 0.000000 | 0.00 | ||||||||||||||
| ACCOUNTING FIRM |
For | 29,209,469.000000 | 96.63 | 90.14 | ||||||||||||
| Against | 897,661.000000 | 2.97 | 2.77 | |||||||||||||
| Abstain | 119,760.000000 | 0.40 | 0.37 | |||||||||||||
| Non Votes | 0.000000 | 0.00 | ||||||||||||||
| Uncast | 0.000000 | 0.00 | ||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Novatel Wireless, Inc. | ||||
| Date: June 29, 2012 | By: | /s/ Catherine F. Ratcliffe | ||
| Catherine F. Ratcliffe | ||||
| Senior Vice President of Business Affairs, General Counsel and Corporate Secretary | ||||