Form 8-K

 

 

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: June 14, 2011

 

 

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33008   98-0221142

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification #)

 

2300 Carillon Point

Kirkland, Washington

  98033
(Address of Principal Executive Offices)   (Zip Code)

(425) 278-7100

(Registrant’s telephone number, including area code)

 

 

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.

ICO Global Communications (Holdings) Limited (the “Company”) held its annual meeting of stockholders on June 14, 2011. At the meeting, our stockholders (i) elected the persons listed below to serve as directors of the Company, (ii) approved an advisory (non-binding) resolution on executive compensation, (iii) conducted an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation, and (iv) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent auditor for the fiscal year ending December 31, 2011. Set forth below are the voting results for these proposals:

Proposal 1 – Election of Directors.

 

Director Nominee

   For    Withheld    Broker Non-Votes

Richard P. Emerson

   651,087,262    780,975    17,250,276

Richard P. Fox

   651,082,895    785,342    17,250,276

Nicolas Kauser

   651,012,784    855,453    17,250,276

Craig O. McCaw

   589,193,177    62,675,060    17,250,276

R. Gerard Salemme

   641,356,359    10,511,878    17,250,276

Stuart M. Sloan

   651,082,895    785,342    17,250,276

H. Brian Thompson

   650,804,520    1,063,717    17,250,276

Benjamin G. Wolff

   641,356,414    10,511,823    17,250,276

Proposal 2 – Approval of an advisory (non-binding) resolution on executive compensation.

 

For

  

Against

  

Abstain

603,615,369

   48,177,779    75,089

Proposal 3 – Advisory (non-binding) vote on the frequency of future advisory votes on executive compensation, as required by section 14A(a)(2) of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1) and §240.14a-21(b).

 

1 Year

  

2 Years

  

3 Years

  

Abstain

649,215,247

   15,864    2,580,385    56,741

The Board of Directors of the Company (the “Board”), at its meeting on June 14, 2011, accepted the recommendation of the stockholders and voted to conduct future advisory votes on executive compensation every year.

Proposal 4 – Ratification of the selection of the independent registered public accounting firm of Deloitte & Touche LLP as independent auditor of the Company for its fiscal year ending December 31, 2011.

 

For

  

Against

  

Abstain

669,066,847

   9,806    41,860

Upon the recommendation of the Board, the holders of a majority of the votes entitled to be cast by the holders of the Company’s Class A Common Stock and Class B Common Stock approved, by written consent on June 15, 2011, an amendment to the Restated Certificate of Incorporation of the Company (the “Amendment”). The Amendment changes the name of the Company to “Pendrell Corporation.” A preliminary information statement on Schedule 14C has been filed with the Securities and Exchange Commission in accordance with Regulation 14C promulgated under the Securities Exchange Act of 1934. We anticipate that a definitive information statement on Schedule 14C will be sent to all stockholders of record, as of the record date of April 18, 2011, on or about June 27, 2011. At least twenty days thereafter, the Company will file the Amendment with the Delaware Secretary of State, at which time the name change will become effective.


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.

 

   

ICO GLOBAL COMMUNICATIONS

(HOLDINGS) LIMITED

     

(Registrant)

    By:  

/s/ Timothy M. Dozois

June 16, 2011      

Timothy M. Dozois

General Counsel and Acting Secretary