- Current report filing (8-K)
June 16 2011 - 4:10PM
Edgar (US Regulatory)
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)
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Delaware
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001-33008
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98-0221142
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification #)
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2300 Carillon Point
Kirkland, Washington
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98033
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(Address of Principal Executive Offices)
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(Zip Code)
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(425)
278-7100
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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 Companys 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.
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Richard P. Emerson
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651,087,262
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780,975
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17,250,276
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Richard P. Fox
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651,082,895
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785,342
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17,250,276
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Nicolas Kauser
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651,012,784
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855,453
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17,250,276
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Craig O. McCaw
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589,193,177
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62,675,060
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17,250,276
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R. Gerard Salemme
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641,356,359
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10,511,878
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17,250,276
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Stuart M. Sloan
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651,082,895
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785,342
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17,250,276
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H. Brian Thompson
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650,804,520
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1,063,717
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17,250,276
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Benjamin G. Wolff
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641,356,414
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10,511,823
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17,250,276
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Proposal 2
Approval of an advisory (non-binding) resolution on executive compensation.
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For
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Against
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Abstain
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603,615,369
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48,177,779
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75,089
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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).
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1 Year
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2 Years
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3 Years
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Abstain
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649,215,247
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15,864
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2,580,385
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56,741
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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.
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For
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Against
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Abstain
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669,066,847
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9,806
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41,860
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Upon the
recommendation of the Board, the holders of a majority of the votes entitled to be cast by the holders of the Companys 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.
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ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED
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(Registrant)
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By:
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/s/ Timothy M. Dozois
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June 16, 2011
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Timothy M. Dozois
General Counsel and Acting Secretary
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