SEQUANS COMMUNICATIONS — Regulatory Filings 2023

Jun 27, 2023

6-K 1 form6k-resultofgeneralmeet.htm 6-K RESULTS OF JUNE 2023 AGM Document created using Wdesk Copyright 2023 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2023

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ No R

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ No R

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

Sequans Communications S.A. (the “ Company ”) announces that at the combined ordinary and extraordinary meeting of shareholders held on June 27, 2023, the Company’s shareholders approved all of the proposals brought before the meeting, as described in the following Agenda, with the exception of the 18th proposal to approve a capital increase reserved for employees. The results are in line with the recommendations that were made by the Board of Directors.

American Depositary Shares representing 124,479,604 ordinary shares of the Company, and 146,500 ordinary shares, together representing 124,626,104 ordinary shares in total (53.4% of the ordinary shares outstanding as of the record date), were voted at the meeting.

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Sequans Communications S.A.

Resolutions – Combined Ordinary and Extraordinary Meeting of Shareholders

Ordinary Matters

1. Approval of the statutory financial statements for the year ended December 31, 2022

For: 122,853,284

Against: 1,675,784

Abstain/no vote: 97,036

1. Approval of the consolidated accounts for the year ended December 31, 2022

For: 122,850,444

Against: 1,678,624

Abstain/no vote: 97,036

1. Appropriation of net loss for the year ended December 31, 2022

For: 122,746,156

Against: 1,804,560

Abstain/no vote: 75,388

1. Agreements with related parties

For: 122,647,512

Against: 1,881,808

Abstain/no vote: 96,784

1. Approval of the compensation plan for non-executive directors

For: 122,269,928

Against: 2,278,308

Abstain/no vote: 77,868

1. Renewal of Mr. Hubert de Pesquidoux as director

For: 120,800,440

Against: 3,795,164

Abstain/no vote: 30,500

1. Renewal of Mr. Yves Maitre director

For: 120,808,884

Against: 3,778,256

Abstain/no vote: 38,954

1. Appointment of Ms. Maria Marced Martin as director

For: 121,008,188

Against: 3,569,224

Abstain/no vote: 48,692

1. Acknowledgment of net equity less than half of the company's nominal capital

For: 122,613,136

Against: 1,833,424

Abstain/no vote: 179,544

Extraordinary Matters

1. Decision to continue operations; acknowledgement of reconstitution of nominal capital

For: 123,577,160

Against: 891,576

Abstain/no vote: 157,368

1. Issuance of stock subscription warrants to subscribe up to 1,260,000 ordinary shares (representing, to date, 315,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maitre, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud, and Zvi Slonimsky; powers to be granted to the Board of Directors

For: 120,453,448

Against: 4,086,192

Abstain/no vote: 86,464

1. Authorization granted to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors

For: 107,170,780

Against: 17,389,960

Abstain/no vote: 65,364

1. Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class

For: 120,423,732

Against: 4,143,828

Abstain/no vote: 58,544

1. Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors

For: 107,198,524

Against: 17,366,532

Abstain/no vote: 61,048

1. Setting an overall ceiling of 12,000,000 ordinary shares (representing, to date, 3,000,000 ADS) for issues of stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 12, 13 and 14 of this general shareholders’ meeting

For: 122,392,264

Against: 2,188,936

Abstain/no vote: 44,904

1. Authority delegated to the Board of Directors to carry out a capital increase representing up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders

For: 120,488,664

Against: 3,958,504

Abstain/no vote: 178,936

1. Delegation of powers to the Board of Directors to proceed to a reduction of the share capital by way of incorporation of losses into capital, with terms and timing to be decided by the Board of Directors

For: 113,622,852

Against: 10,764,232

Abstain/no vote: 239,020

1. Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees

For: 19,172,644

Against: 105,117,432

Abstain/no vote: 336,028

1. Powers and formalities

For: 122,433,752

Against: 2,008,028

Abstain/no vote: 184,324

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, thereunto duly authorized.

/s/ Deborah Choate
Deborah Choate
Chief Financial Officer