0001855457false00018554572024-06-122024-06-12


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): June 12, 2024
_____________________
KORE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________
Delaware001-4085686-3078783
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
3 Ravinia Drive NE, Suite 500
Atlanta, GA 30346
877- 710-5673

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_____________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
oPre-commencement communications pursuant to Rule 13e-4(c) under 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, $0.0001 par value per shareKORENew York Stock Exchange

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 x
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. o



Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 12, 2024, KORE Group Holdings, Inc. (“KORE” or the “Company”) held its virtual Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the close of business on April 16, 2024, the record date for the 2024 Annual Meeting, an aggregate of 83,196,842 shares of the Company’s common stock were outstanding and entitled to vote. At the 2024 Annual Meeting, 50,085,477 shares of common stock were represented virtually or by proxy; therefore, a quorum was present.

At the 2024 Annual Meeting, the Company’s stockholders voted as follows:

Proposal 1:

For the election of the below-named two Class III directors to serve until the 2027 annual meeting of stockholders to be held in 2027, and until their respective successors have been duly elected and qualified:

Director For AgainstAbstained/WithheldBroker Non-votes
Robert P. MacInnis38,393,0035,740,43059,4395,892,605
Jay M. Grossman39,794,9594,337,77460,1395,892,605

The Company’s other continuing directors, Timothy M. Donahue, Cheemin Bo-Linn, James Geisler, Michael K. Palmer, H. Paulett Eberhart, James Geisler, Andrew Frey, and David Fuller, did not stand for election at the 2024 Annual Meeting. The term of the other continuing directors currently serving in Class I, Messrs. Donahue, Geisler, and Frey and Dr. Bo-Linn, will expire at the 2025 annual meeting of shareholders. The term of the continuing directors currently serving in Class II, Messrs. Palmer and Fuller and Ms. Eberhart, will expire at the Company’s 2026 annual meeting of stockholders.

Proposal 2:

For the approval of an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Company’s common stock (the “Common Stock”) at a ratio in the range of 1-for-4 to 1-for-10 (or any whole number in between), with such ratio to be determined at the discretion of the Board:

For AgainstAbstained/Withheld
49,433,469574,16477,844

Proposal 3:

For the approval, in accordance with section 312.03 of the NYSE Listed Company Manual, of the issuance of Common Stock upon the exercise of warrants issued in November 2023 and December 2023:

For AgainstAbstained/WithheldBroker Non-votes
39,704,221194,2214,294,4305,892,605

Proposal 4:

For the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

For AgainstAbstained/Withheld
49,343,245664,94777,285



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.
KORE Group Holdings, Inc.
Date: June 14, 2024By:/s/ Jack W. Kennedy Jr.
Name:Jack W. Kennedy Jr.
Title:Executive Vice President, Chief Legal Officer, and Secretary

v3.24.1.1.u2
Cover
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name KORE Group Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40856
Entity Tax Identification Number 86-3078783
Entity Address, Address Line One 3 Ravinia Drive NE
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30346
City Area Code 877
Local Phone Number 710-5673
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol KORE
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001855457
Amendment Flag false
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