UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On July 15, 2020, Teligent, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 4,074,554 shares of the Company’s common stock were present in person or represented by proxy, which represents 75.64% of the total shares of outstanding common stock entitled to vote as of the record date of June 9, 2020.
(b) The following actions were taken at the Annual Meeting:
| (1) | The following six nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2021 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal: |
| Name of Director Nominees | Votes For | Votes Withheld | Broker Non-Vote |
| Carole S. Ben-Maimon | 1,068,524 | 678,393 | 2,327,637 |
| John Celentano | 1,069,587 | 677,330 | 2,327,637 |
| Bhaskar Chaudhuri | 1,129,708 | 617,209 | 2,327,637 |
| Steven Koehler | 1,071,248 | 675,669 | 2,327,637 |
| Thomas J. Sabatino | 1,117,614 | 629,303 | 2,327,637 |
| Timothy B. Sawyer | 1,159,036 | 587,881 | 2,327,637 |
| (2) | The amendment of the Company’s 2016 Equity Incentive Plan, as amended, to increase the number of shares available for issuance thereunder from 400,000 to 4,400,000 was approved, based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote |
| 1,003,015 | 379,195 | 364,130 | 2,327,637 |
| (3) | The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote |
| 3,300,670 | 759,213 | 14,094 | -- |
| (4) | The compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved by an advisory vote, based on the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Vote |
| 1,087,730 | 263,276 | 395,334 | 2,327,637 |
| Item 8.01. | Other Events. |
On July 20, 2020, Teligent, Inc. (the “Company”) announced the appointment of John Celentano, a current independent director of the Company, as Chairman of the Company’s Board, replacing James C. Gale who opted to not stand for reelection to the Company’s Board in order to devote more time to other business interests. Mr. Celentano has served as a Director of the Company since March 2015. The Company issued a press release announcing Mr. Celentano’s appointment, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
In addition, the Board made the following appointments to the membership of its three standing Committees:
Organization and Compensation Committee
Thomas Sabatino, Chairman
Bhaskar Chaudhuri
John Celentano
Audit Committee
Steven Koehler, Chairman
John Celentano
Carole Ben-Maimon
Nominating and Corporate Governance Committee
Bhaskar Chaudhuri, Chairman
Carole Ben-Maimon
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press release date July 20, 2020. |
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.
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TELIGENT, INC. |
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| Date: July 20, 2020 | By: | /s/ Damian Finio | |
| Name: | Damian Finio | ||
| Title: | Chief Financial Officer | ||