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): August 21, 2015

 

Towerstream Corporation


(Exact Name of Registrant as Specified in Charter)

 

Delaware

  

001-33449

  

20-8259086

(State or other jurisdiction of incorporation)

  

(Commission File Number)

  

(IRS Employer Identification No.)

  

  

  

  

  

 

88 Silva Lane

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))

   

 
 

 

   

  Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

 

On June 10, 2015, the Company’s Board of Directors approved and recommended for stockholder approval an   amendment to its Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock from 95,000,000 to 200,000,000. On August 21, 2015, the Company’s stockholders approved the Charter Amendment. The final voting results at the Company’s annual meeting of stockholders with respect to the Charter Amendment were 44,035,706 shares voted for, 16,479,889 shares voted against and 454,851 shares abstained. The Charter Amendment was filed with the Delaware Secretary of State and became effective on August 21, 2015. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.

 

 

Item 5.07. 

Submission of Matters to a Vote of Security Holders.

 

On August 21, 2015, at the Company’s annual meeting of stockholders, 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 Charter Amendment described in Item 5.03 above, (iii) the ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 (the “Auditor Ratification”), and (v) the approval of a non-binding advisory vote on the compensation of the Company’s executive officers (“Advisory Vote on Executive Compensation”).

 

As of the record date for the meeting of June 25, 2015, 66,759,470 shares of common stock, constituting all of the outstanding capital stock of the Company, were issued and outstanding, of which a total of 60,970,446 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

34,035,239

1,125,544

183,076

25,626,587

    Jeffrey M. Thompson

34,586,431

   163,371

594,057

25,626,587

    Howard L. Haronian, M.D.

33,748,025

1,387,258

208,576

25,626,587

    Paul Koehler

35,015,643

   130,940

197,276

25,626,587

    William J. Bush

35,042,662

  104,676

196,521

25,626,587

2. Charter Amendment

44,035,706

16,479,889

454,851

N/A

3. Auditor Ratification

59,329,850

1,082,538

558,058

N/A

4. Advisory Vote on Executive Compensation

33,901,534

1,270,897

171,428

25,626,587

 

   

Item 9.01. 

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is filed herewith:

 

Exhibit 3.1 Certificate of Amendment to Certificate of Incorporation

 

 
 

 

   

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: August 25, 2015

By:

/s/ Joseph P. Hernon

 

 

 

Joseph P. Hernon

 

 

 

Chief Financial Officer

 

 

   

   

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

TOWERSTREAM CORPORATION

 

The undersigned, being the President and Chief Executive Officer of Towerstream Corporation, a corporation existing under the laws of the State of Delaware, does hereby certify under the seal of the said corporation as follows:

 

1.     The certificate of incorporation of the Corporation is hereby amended by replacing Article Fourth in its entirety with the following:

 

FOURTH: A. Classes and number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is two hundred and five million (205,000,000). The Classes and aggregate number of shares of each class which the Corporation shall have authority to issue are as follows:

 

 

1.

Two hundred million (200,000,000) shares of Common Stock, par value $0.001 per share (the “Common Stock”); and

     

 

2.

Five million (5,000,000) shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”); and

 

 

B. Blank Check Powers. The Corporation may issue any class of the Preferred Stock in any series. The Board of Directors shall have authority to establish and designate series, and to fix the number of shares included in each such series and the variations in the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each such series when issued shall be designated to distinguish the shares of each series from the shares of all other series.

 

2. The officers of the Corporation are authorized and directed to take such actions as are necessary in their discretion to effectuate the purposes of each of the above resolutions, including but not limited to the execution, delivery and filing of all necessary certificates, applications and other documents and the payment of all necessary fees in connection therewith.

 

3. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Certificate of Incorporation is 66,759,470 and the foregoing change and amendment has been consented to and approved by the vote of the stockholders of the Corporation holding at least a majority of each class of stock outstanding and entitled to vote thereon.

 

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment of the Corporation's Certificate of Incorporation, as amended, to be signed by Jeffrey M. Thompson, its President and Chief Executive Officer, this 21 st day of August, 2015.

 

 TOWERSTREAM CORPORATION      

 

 

 By:       /s/ Jeffrey M. Thompson

Jeffrey M. Thompson     

President and Chief Executive Officer