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    Vistance Networks Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/8/26 7:00:18 AM ET
    $VISN
    Radio And Television Broadcasting And Communications Equipment
    Technology
    Get the next $VISN alert in real time by email
    8-K
    0001517228false00015172282026-05-072026-05-07

    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): May 7, 2026

    VISTANCE NETWORKS, INC.

    (Exact name of registrant as specified in its charter)

    Delaware

    001-36146

    27-4332098

    (State or other jurisdiction
    of incorporation)

    (Commission
    File Number)

    (IRS Employer
    Identification No.)

    2601 Telecom Parkway

    Richardson, Texas 75082

    (Address of principal executive offices)

    Registrant’s telephone number, including area code: (972) 957-9700

    Not Applicable

    (Former name or former address, if changed since last report.)

    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:

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading Symbol

    Name of each exchange on which registered

    Common Stock, par value $0.01 per share

    VISN

    The NASDAQ Stock Market

    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

    ☐

    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. ☐

     


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

    Vistance Networks, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on May 7, 2026. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below. There were a total of 225,462,860 shares of common stock eligible to vote at the Meeting. The holders of shares of common stock voted on the election of eight directors and on four other proposals at the Meeting.

    Each of the proposals that were voted upon at the Meeting passed by the votes set forth in the tables below for each proposal.

    (1)

    Election of eight directors for terms ending at the Company’s 2027 Annual Meeting of Stockholders or until their successors are elected and qualified to serve:

     

    Name of Director

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    Stephen C. Gray

     

    147,139,789

     

     

     

    3,073,685

     

     

     

    242,559

     

     

     

    28,319,066

     

    L. William Krause

     

     

    143,046,685

     

     

     

    7,176,807

     

     

     

    232,541

     

     

     

    28,319,066

     

    Joanne M. Maguire

     

     

    134,176,079

     

     

     

    15,966,596

     

     

     

    313,358

     

     

     

    28,319,066

     

    Thomas J. Manning

     

     

    147,606,272

     

     

     

    2,607,374

     

     

     

    242,387

     

     

     

    28,319,066

     

    Derrick A. Roman

     

     

    143,638,892

     

     

     

    5,622,801

     

     

     

    1,194,340

     

     

     

    28,319,066

     

    Charles L. Treadway

     

     

    147,814,162

     

     

     

    2,425,510

     

     

     

    216,361

     

     

     

    28,319,066

     

    Claudius E. Watts IV

     

     

    147,008,372

     

     

     

    3,229,897

     

     

     

    217,764

     

     

     

    28,319,066

     

    Timothy T. Yates

     

     

    147,234,953

     

     

     

    2,977,947

     

     

     

    243,133

     

     

     

    28,319,066

     

     

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    (2)

    Non-binding, advisory approval of the compensation of the Company’s named executive officers:

     

     

    148,818,804

     

     

     

    1,316,673

     

     

     

    320,556

     

     

     

    28,319,066

     

     

     

     

     

    Every
    Year

     

     

    Every 2
    Years

     

     

    Every 3
    Years

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    (3)

    Non-binding, advisory approval of the frequency of future advisory votes on the compensation of the Company’s named executive officers:

     

     

    144,988,493

     

     

     

    417,845

     

     

     

    4,502,847

     

     

     

    546,846

     

     

     

    28,319,068

     

    Based on the outcome of the vote on the frequency of future advisory votes to approve executive compensation and consistent with its recommendation, the Board has determined that the Company will continue to hold such votes to approve executive compensation every year until the next required frequency vote. Accordingly, the Company will hold its next advisory vote to approve executive compensation at its 2027 annual meeting of stockholders.

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

     

    Broker
    Non-Votes

     

    (4)

    Approval of additional shares under the Company’s 2019 Long-Term Incentive Plan:

     

     

    146,601,441

     

     

     

    3,506,349

     

     

     

    348,243

     

     

     

    28,319,066

     

     

     

     

     

    Votes For

     

     

    Votes
    Against

     

     

    Abstentions

     

    (5)

    Ratification of Independent Registered Public
    Accounting Firm for 2026:

     

     

    176,816,731

     

     

     

    1,746,298

     

     

     

    212,070

     

    On May 7, 2026, the Company issued a press release announcing the results of the Meeting. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

    Item 9.01. Financial Statements and Exhibits

    (d) EXHIBITS

    99.1 Press Release of Vistance Networks, Inc. dated May 7, 2026.

    104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
     


    SIGNATURES

    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.

    Dated: May 8, 2026

     

     

    VISTANCE NETWORKS, INC.

     

     

     

     

     

    By:

     /s/ Krista R. Bowen

     

     

    Krista R. Bowen

    Senior Vice President, General Counsel,

    Chief Administrative Officer and Secretary

     


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