false 0001855457 0001855457 2022-06-15 2022-06-15 0001855457 kore:CommonStock0.0001ParValuePerShareMember 2022-06-15 2022-06-15 0001855457 kore:WarrantsToPurchaseCommonStockMember 2022-06-15 2022-06-15

 

 

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): June 15, 2022

 

 

KORE Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   (001-40856)   86-3078783

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3 Ravinia Drive, Suite 500

Atlanta, GA 30346

877-710-5673

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Romil Bahl

President and Chief Executive Officer

3 Ravinia Drive, Suite 300

Atlanta, GA 30346

877-710-5673

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Check the appropriate box below if the Form 8-K 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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.0001 par value per share   KORE   The New York Stock Exchange
Warrants to purchase common stock   KORE WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


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

At the 2022 annual meeting of stockholders of KORE Group Holdings, Inc. (the “Company”), held on June 15, 2022 (the “Annual Meeting”), the Company’s stockholders approved all proposals recommended by the Board of Directors of the Company as described in the Company’s proxy statement, dated May 2, 2022.

With respect to Proposal 1 (election of three Class I directors to serve until the annual meeting of stockholders to be held in 2025, or until their respective successors are elected and qualified), the nominees were elected by the following votes:

 

Director

   Shares For      Shares Against      Shares
Abstained/
Withheld
     Broker Non-Votes  

Timothy M. Donahue

     45,265,628        11,681        286        2,353,304  

Cheemin Bo-Linn

     45,203,834        73,475        286        2,353,304  

James Geisler

     45,265,568        11,681        346        2,353,304  

The Company’s other continuing directors, H. Paulett Eberhart, Robert P. MacInnis, Michael K. Palmer, Mark Neporent, Tomer Yosef-Or, and Romil Bahl, did not stand for election at the Annual Meeting. The term of the other continuing directors currently serving in Class II, Messrs. Palmer and Neporent and Ms. Eberhart, will expire at the 2023 annual meeting of shareholders. The term of the continuing directors currently serving in Class III, Messrs. MacInnis, Yosef-Or, and Bahl, will expire at the 2024 annual meeting of shareholders.

With respect to Proposal 2 (to ratify BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022), 47,601,782 shares voted for the proposal, 28,906 shares voted against the proposal, and 211 shares abstained from voting on the proposal.


SIGNATURE

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.

 

   

KORE Group Holdings, Inc.

Date: June 16, 2022     By:  

/s/ Jack W. Kennedy Jr.

    Name:   Jack W. Kennedy Jr.
    Title:   Executive Vice President, Chief Legal Officer & Secretary