Form 8-K AIRGAIN INC For: Jun 10
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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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Airgain, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 10, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described briefly below and in more detail in the Company’s definitive proxy statement dated April 30, 2026 (the “Proxy Statement”). The final voting results for each proposal are set forth below.
Proposal 1 – To elect two directors to serve as Class I directors for a three-year term to expire at the 2029 Annual Meeting of Stockholders.
Nominee |
For |
Withheld |
Broker Non-Votes |
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James K. Sims |
2,761,190 |
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3,273,576 |
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4,158,525 |
Tzau-Jin Chung |
3,187,644 |
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2,847,122 |
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4,158,525 |
In accordance with the above results each nominee was elected to serve as a director.
Proposal 2 – To consider and vote upon the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
For |
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Against |
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Abstain |
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Broker Non-Votes |
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9,948,940 |
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239,129 |
5,222 |
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— |
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In accordance with the above results, the selection of Grant Thornton LLP was ratified.
Proposal 3 – To consider and vote upon, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
For |
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Against |
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Abstain |
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Broker Non-Votes |
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3,667,041 |
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2,275,810 |
91,915 |
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4,158,525 |
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In accordance with the above results, the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.
Proposal 4 – To approve the amendment and restatement of 2016 Incentive Award Plan.
For |
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Against |
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Abstain |
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Broker Non-Votes |
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3,356,979 |
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2,585,543 |
92,244 |
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4,158,525 |
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In accordance with the above results, the amendment and restatement of the 2016 Incentive Award Plan was approved.
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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AIRGAIN, INC. |
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Date: June 11, 2026 |
By: |
/s/ Michael Elbaz |
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Name: |
Michael Elbaz |
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Title: |
Chief Financial Officer |
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
