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 25, 2026

 

 

CAMBIUM NETWORKS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands			001-38952	00-0000000
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Cambium Networks, Inc. 2000 Center Drive, Suite East A401
Hoffman Estates, Illinois				60192
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 345 814-7600

 

N/A

(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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, $0.0001 par value		CMBMF		N/A

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.

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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
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.

			CAMBIUM NETWORKS CORPORATION
Date:	June 26, 2026	By:	/s/ Sally Rau
		Name: Title:	Sally Rau  Chief Legal Officer