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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 15, 2023
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KORE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-40856 | 86-3078783 |
(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)
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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:
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o | Written communications pursuant to Rule 425 under the Securities Act |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.0001 par value per share | | KORE | | The New York Stock Exchange |
Warrants to purchase common stock | | KORE WS | | The New 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.
At the 2023 annual meeting of stockholders of KORE Group Holdings, Inc. (“KORE” or the “Company), held on June 15, 2023 (the “Annual Meeting”), the Company’s stockholders approved all proposals recommended by the Board of Directors of the Company as described in KORE’s proxy statement dated May 1, 2023.
With respect to Proposal 1 (election of three Class II directors to serve until the annual meeting of stockholders to be held in 2026, or until their successors are elected and qualified), the nominees were elected by the following votes:
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Director | | Shares For | | | Shares Against | Shares Abstained/ Withheld | | | | | Broker Non-Votes | |
Michael K. Palmer | | 42,165,207 | | | | 5,155,586 | | 18,807 | | | | | 3,022,190 | |
Mark Neporent | | 41,273,791 | | | | 6,047,002 | | 18,807 | | | | | 3,022,190 | |
H. Paulett Eberhart | | 46,546,130 | | | | 774,663 | | 18,807 | | | | | 3,022,190 | |
The Company’s other continuing directors, Timothy M. Donahue, Cheemin Bo-Linn, James Geisler, Robert P. MacInnis, Tomer Yosef-Or, and Romil Bahl, did not stand for election at the Annual Meeting. The term of the other continuing directors currently serving in Class I, Messrs. Donahue and Geisler and Ms. Bo-Linn, will expire at the 2025 annual meeting of shareholders. The term of the continuing directors currently serving in Class III, Messrs. MacInnis, Yosef-Or, and Bahl, will expire at the 2024 annual meeting of shareholders.
With respect to Proposal 2 (to ratify BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022), 49,797,312 shares, or 98.88% of the votes cast, voted for the proposal, 559,685 shares voted against the proposal, and 4,793 shares abstained from voting on the proposal.
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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| | | KORE Group Holdings, Inc. |
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Date: June 20, 2023 | | | By: | | /s/ Jack W. Kennedy Jr. |
| | | Name: | | Jack W. Kennedy Jr. |
| | | Title: | | Executive Vice President, Chief Legal Officer & Secretary |
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