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): December 13, 2016

 

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

 

The 2016 annual meeting of the stockholders (the “Meeting”) of Towerstream Corporation (the “Company”) was held on December 13, 2016. A total of 6,055,668 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposals:

 

(i) Election of the four (4) directors nominated by the Company to hold office until the next annual meeting of stockholders.

 

The four nominees were elected and the votes were cast as follows:

 

Nominee

For

 

 

Against

 

 

Abstain

  

Broker non-votes

Philip Urso

1,646,592

     

451,360

     

25,142

 

  

3,932,574

                   

Howard L. Haronian

1,607,253

     

485,540

     

30,256

 

  

3,932,619

                   

Paul Koehler

1,622,972

     

439,943

     

60,184

 

  

3,932,569

                   

William J. Bush

1,621,936

     

440,973

     

60,140

 

  

3,932,619

 

(ii) Ratification of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

The proposal was ratified and the votes were cast as follows:

 

For

 

 

Against

 

 

Abstain

  

Broker non-votes

5,341,191

     

579,690

     

134,787

 

  

0

 

(iii) Approval of the Company’s 2016 Non-Executive Equity Incentive Plan, including the reservation of 250,000 shares of common stock thereunder.

 

The plan was approved and the votes were cast as follows:

 

For

 

 

Against

 

 

Abstain

  

Broker non-votes

1,324,615

     

777,486

     

20,943

 

  

3,932,624

 

(iv) Authorization of an amendment to the Company’s 2016 Equity Incentive Plan to increase the number of shares available for issuance thereunder to 1,435,000 from 682,000.

 

The amendment was authorized and the votes were cast as follows:

 

For

 

 

Against

 

 

Abstain

  

Broker non-votes

1,255,598

     

841,336

     

26,210

 

  

3,932,524

 

 

As of the record date for the Meeting, 8,820,715 shares of common stock were issued and outstanding.

 

 
 
 

 

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: December 15, 2016

By: 

/s/  Philip Urso

 

 

 

Philip Urso

 

 

 

Interim Chief Executive Officer

 

 

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