NEXTNAV INC
For the period ended May 16, 2024. Filed Mar 28, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Mar 28, 2024
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Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting.
| 2024 Annual Meeting of Stockholders | ||
|---|---|---|
| DATE & TIME | RECORD DATE | NUMBER OF SHARES OUTSTANDING AS OF THE RECORD DATE |
| 12:00 p.m. (ET) on | March 28, 2024 | 112,552,524 |
| VIRTUAL MEETING LOCATION | MAILING DATE | VOTING |
|---|---|---|
| www.virtualshareholdermeeting.com/NN2024 | This Proxy Statement will be first mailed or made available to stockholders on or about April 5, 2024. | Stockholders as of the Record Date are entitled to vote. Each share of common stock is entitled one vote for each director nominee and one vote for the other proposal to be voted on. |
Voting Matters and Vote Recommendation
| Proposals to be Considered at the 2024 Annual Meeting | Board Vote Recommendation |
|---|---|
| Election of Directors | FOR ALL |
| Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2024 | FOR |
| Approval of the Issuance of Shares of our Common Stock in Satisfaction of Future Payment Obligations Pursuant to the Transaction with Telesaurus and Skybridge, in Accordance with Nasdaq Listing Rule 5635(a) and (b) | FOR |
How to Cast Your Vote
| INTERNET (www.proxyvote.com) until 11:59 PM (ET) on Wednesday, May 15, 2024 | MAIL by completing, signing and returning your proxy card or voting instruction card so that it is received before the polls close on Thursday, May 16, 2024 |
|---|
| TELEPHONE (1-800-690-6903) until 11:59 PM (ET) on Wednesday, May 15, 2024 | VIRTUALLY “IN PERSON” by participating in and voting online at the 2024 Annual Meeting. See “How Do I Attend the Annual Meeting?” on page 7 for more information. Please note that if you do not receive a control number with your Notice or voting instructions, you will need to obtain a legal proxy to participate in and vote your shares at the Annual Meeting |
|---|
Snapshot of 2024 Director Nominees
| Currently, NextNav’s Former Chief Executive Officer, Gary Parsons, is the Chair of our Board | |
| 5 of our 6 Director Nominees are Independent | Following the Annual Meeting, it is Expected that NextNav’s Current Chief Executive Officer, Mariam Sorond, will be appointed Chair of our Board |
|---|---|
| Our Director Nominees exhibit an effective mix of skills, experiences and perspectives, including: | |
| Financial Capital Markets and M&A Expertise | Experience in Venture Capital Investing |
| Extensive Public Company Directorship Experience | Oversight of Investments in Industry-Transforming Technology Companies |
| Experience in the Telecommunications, Media and Technology (TMT) Industry | Terrestrial, Satellite-Based and Proximity-Based Location Systems Expertise |
Auditors
We ask that our stockholders ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2024. Below is summary information about EY’s fees for services provided in fiscal years 2023 and 2022.
| Fee Category: | 2023 | 2022 |
|---|---|---|
| Audit Fees(1) | $536,000 | $655,028 |
| Audit-Related Fees(2) | $— | $63,000 |
| Tax Fees(3) | $127,330 | $246,460 |
| All Other Fees(4) | $— | $— |
| Total Fees | $663,330 | $964,488 |
(1) Audit Fees: Consists of fees for the audit and other procedures in connection with the Annual Report on Form 10-K for the years ended December 31, 2023 and 2022, fees related to consents provided in connection with registration statements, and certain procedures conducted in connection with acquisitions and the Business Combination (as defined herein).
(2) Audit-Related Fees: Consists of fees for due diligence in connection with acquisitions and accounting consultations in connection with proposed or consummated acquisitions.
(3) Tax Fees: Consists of fees for general tax consulting, tax compliance and other tax advice. Tax fees encompass a variety of permissible tax services, primarily including tax advice related to federal, state and international income tax compliance.
(4) All Other Fees: There were no amounts billed for other fees during the years ended December 31, 2023 or December 31, 2022.
The Audit Committee of our Board of Directors (the “Audit Committee”) approved a resolution appointing EY as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ended December 31, 2023, which was ratified by a vote of our stockholders during our 2023 Annual Meeting of Stockholders on May 18, 2023. For information on audit fees, see “Proposal 2: Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2024 — Fees Paid to Independent Registered Public Accounting Firm” below.
NextNav Inc.
1775 Tyson’s Blvd., 5 th Floor
McLean, VA 22102
PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 16, 2024.
We are making this Proxy Statement and the accompanying form of proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) available electronically via the Internet atwww.virtualshareholdermeeting.com/NN2024 and our website, www.nextnav.com. If you wish to receive a paper or e-mail copy of these documents, please request one by following the instructions contained in the Notice of Internet Availability of Proxy Materials (the “Notice”). There is no charge for requesting a copy.
The Notice will be first mailed or made available to our stockholders on or about April 5, 2024, in connection with the solicitation of proxies on behalf of our Board for use at our 2024 Annual Meeting of Stockholders, to be held on Thursday, May 16, 2024, at 12:00 p.m. (Eastern Time), virtually atwww.virtualshareholdermeeting.com/NN2024, and at any adjournment or postponement thereof (the “Annual Meeting”). Whether or not you plan to attend the Annual Meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may vote your shares by mail, by telephone or through the Internet by following the instructions set forth on the Notice. If you attend the Annual Meeting, you may revoke your previously-submitted proxy and you will be permitted to vote virtually during the Annual Meeting.
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