UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 26, 2022, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Stockholders of Radius Global Infrastructure, Inc. (the “Company”), in accordance with the voting results set forth below under Item 5.07, the Company’s stockholders approved (i) an amendment to the Radius Global Infrastructure, Inc. 2020 Equity Incentive Plan (the “Equity Plan”) to increase from 13,500,000 to 25,000,000 the maximum number of shares that may be issued or paid under or with respect to all awards (considered in the aggregate) granted under the Equity Plan and the maximum number of shares that may be subject to incentive stock options granted under the Equity Plan (the “Equity Plan Amendment”) and (ii) adoption of the Radius Global Infrastructure, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”).
Descriptions of the Equity Plan and the Equity Plan Amendment are set forth in the section entitled “Proposal No. 4: Approval of an Amendment to the Radius Global Infrastructure, Inc. 2020 Equity Incentive Plan” on pages 65 through 73 of the Company’s definitive proxy statement filed on April 8, 2022 (the “Proxy Statement”), a description of the ESPP is set forth in the section entitled “Proposal No. 5: Approval of Adoption of Radius Global Infrastructure, Inc. 2022 Employee Stock Purchase Plan” on pages 74 through 83 of the Proxy Statement, and such descriptions are incorporated herein by reference. The descriptions of the Equity Plan, the Equity Plan Amendment, and the ESPP are qualified by reference to the full text of the Equity Plan attached as Annex A to the Proxy Statement, the full text of the Equity Plan Amendment included on pages 67 and 68 of the Proxy Statement, and the full text of the ESPP attached as Annex B to the Proxy Statement, respectively, each of which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2022 Annual Meeting was held on May 26, 2022. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
Election of Directors. The stockholders of the Company elected each of the director nominees nominated by the Company’s Board of Directors to serve until the Company’s 2023 Annual Meeting of Stockholders and until their successor has been duly elected and qualified. The following is a breakdown of the voting results:
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| Paul A. Gould |
76,936,233 | 2,996,497 | 8,547 | 2,764,461 | ||||||||||||
| Antoinette Cook Bush |
79,917,818 | 15,410 | 8,049 | 2,764,461 | ||||||||||||
| Thomas C. King |
77,700,788 | 2,231,942 | 8,547 | 2,764,461 | ||||||||||||
| Nick S. Advani |
79,612,557 | 320,173 | 8,547 | 2,764,461 | ||||||||||||
| Ashley Leeds |
79,668,495 | 263,435 | 9,347 | 2,764,461 | ||||||||||||
Ratification of the Company’s Independent Registered Public Accounting Firm. The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 82,362,584 | 302,735 | 40,419 | 0 |
Approval, on an advisory basis, the Preferred Frequency of Stockholder Advisory Votes on Executive Compensation. The stockholders of the Company approved, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation. The following is a breakdown of the voting results:
| EVERY YEAR | TWO YEARS | THREE YEARS | ABSTAIN | |||
| 79,793,596 | 4,990 | 129,751 | 12,940 |
The Company has determined, consistent with the Board of Directors’ recommendation and these results, to hold future advisory votes on executive compensation every year.
Approval of an Amendment to Radius Global Infrastructure, Inc. 2020 Equity Incentive Plan. The stockholders of the Company approved the Equity Plan Amendment. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 61,788,982 | 18,144,567 | 7,728 | 2,764,461 |
Approval of the Radius Global Infrastructure, Inc. 2022 Employee Stock Purchase Plan. The stockholders of the Company approved adoption of the ESPP. The following is a breakdown of the voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 79,629,610 | 300,232 | 11,435 | 2,764,461 |
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.
| RADIUS GLOBAL INFRASTRUCTURE, INC. | ||
| By: | /s/ Scott G. Bruce | |
| Name: | Scott G. Bruce | |
| Title: | President | |
Date: May 31, 2022