Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
Cambium Networks Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), held its annual general meeting of shareholders (the “Annual Meeting”) on June 25, 2026 in a virtual-only format. As of May 15, 2026, the record date for the Annual Meeting, there were outstanding 29,032,896 shares of the Company’s ordinary shares. At the Annual Meeting, there were present, in person or by proxy, holders of 23,074,367 ordinary shares, or approximately 79.48% of the total outstanding ordinary shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The Company’s shareholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on May 22, 2026: (i) to elect two Class III directors of the Company, Bruce Felt and Kevin Lynch, each to serve for a two-year term expiring at the Company’s annual meeting of shareholders in 2028 and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal and three Class I directors of the Company, Atul Bhatnagar, Alexander Slusky and Morgan Kurk, each to serve for a three-year term expiring at the Company's annual meeting of shareholders in 2029 and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”), (iii) to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers (the “say-on-pay”) (“Proposal 3”), (iv) to approve, on a non-binding, advisory basis, the frequency (every year, every two years or every three years) of future advisory votes on the compensation of the Company's named executive officers (the “say-on-frequency”) (“Proposal 4”), (v) to approve a reverse share split (“Proposal 5”), (vi) to approve an amendment to the Company's Memorandum and Articles of Association to grant its board of directors the power to deal with any fractional shares resulting from a consolidation or division of the Company's share capital (the “Fractional Share Amendment”) (“Proposal 6”), and (vii) to approve of an amendment to the Company's Memorandum and Articles of Association to reflect the reverse share split in accordance with the reverse share split ratio selected by the board of directors (the “RSS Amendment”) (“Proposal 7”).
On Proposal 1, the election of two Class III directors, and three Class I directors, the Company's shareholders cast their votes as follows:
Class III Director Nominee For Withheld Broker Non-Vote
─────────────────────────────────────────────────────────────────────────────────
Bruce Felt 16,177,072 413,716 6,483,579
Kevin Lynch 16,183,267 407,521 6,483,579
Class I Director Nominee For Withheld Broker Non-Vote
Atul Bhatnagar 16,128,859 461,929 6,483,579
Alexander Slusky 16,419,876 170,912 6,483,579
Morgan Kurk 16,139,012 451,776 6,483,579
On Proposal 2, the ratification of the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, the Company's shareholders cast their votes as follows:
For Against Abstain
────────────────────────────────────────
22,368,200 663,364 42,803
On Proposal 3, the approval, on a non-binding, advisory basis, the compensation of the Company's named executive officers (the “say-on-pay”), the Company's shareholders cast their votes as follows:
For Against Withheld/Abstain Broker Non-Vote
──────────────────────────────────────────────────────────────────────
16,123,519 438,677 28,592 6,483,579
On Proposal 4, the approval, on a non-binding, advisory basis, the frequency (every year, every two years or every three years) of future advisory votes on the compensation of the Company's named executive officers (the “say-on-frequency”), the Company's shareholders cast their votes as follows:
1 Year 2 Years 3 Years Withheld/Abstain Broker Non-Vote
───────────────────────────────────────────────────────────────────────────────────
593,405 571,828 15,316,241 109,314 6,483,579
On Proposal 5, the approval of a reverse share split, the Company's shareholders cast their votes as follows:
For Against Withheld/Abstain
───────────────────────────────────────────────────
20,377,197 1,154,911 1,542,259
On Proposal 6, the approval of an amendment to the Company's Memorandum and Articles of Association to grant its board of directors the power to deal with any fractional shares resulting from a consolidation or division of the Company's share capital (the “Fractional Share Amendment”), the Company's shareholders cast their votes as follows:
For Against Withheld/Abstain Broker Non-Vote
──────────────────────────────────────────────────────────────────────
16,210,876 343,731 36,181 6,483,579
On Proposal 7, the approval of an amendment to the Company's Memorandum and Articles of Association to reflect the reverse share split in accordance with the reverse share split ratio selected by the board of directors (the “RSS Amendment”), the Company's shareholders cast their votes as follows:
For Against Withheld/Abstain
───────────────────────────────────────────────────
21,811,250 1,060,757 202,360
No other matters were submitted to or voted on by the Company's shareholders at the Annual Meeting.