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): April 21, 2021
RigNet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-35003 |
| 76-0677208 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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15115 Park Row Blvd, Suite 300 Houston, Texas |
| 77084-4947 |
(Address of principal executive offices) |
| (Zip Code) |
(281) 674-0100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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, $0.001 par value per share | RNET | NASDAQ Global Select Market |
Item 5.07 | Submission of Matters to a Vote of Security Holders
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A special meeting of stockholders (the “Special Meeting”) of RigNet, Inc. (the “Company”), was held on Wednesday, April 21, 2021. The proposals submitted to the stockholders are described in detail in the Company’s proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on March 18, 2021. At the Special Meeting, the stockholders of the Company:
Proposal 1.Adopted the Agreement and Plan of Merger, dated as of December 20, 2020, as it may be amended from time to time, by and among the Company, Viasat, Inc. and Royal Acquisition Sub, Inc., a wholly owned subsidiary of Viasat, Inc. (the “merger proposal”):
FOR |
| AGAINST |
| ABSTAIN |
16,263,509 |
| 3,141 |
| 9,343 |
Proposal 2.Approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement:
FOR |
| AGAINST |
| ABSTAIN |
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16,044,160 |
| 115,249 |
| 116,583 |
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Proposal 3.Approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the merger proposal or to ensure that any supplement or amendment to the proxy statement\prospectus is timely provided to the Company’s stockholders:
FOR |
| AGAINST |
| ABSTAIN |
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16,127,943 |
| 137,480 |
| 10,570 |
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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.
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| RIGNET, INC. | ||
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Date: April 21, 2021 |
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| By: |
| /s/ Brad Eastman |
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| Name: |
| Brad Eastman |
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| Title: |
| Senior Vice President & General Counsel |
