UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE 14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment
No. )
Filed by the
Registrant |
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Filed by a Party other
than the Registrant |
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Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
Airspan
Networks Holdings Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
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No
fee required |
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Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) |
Dear
Airspan Stockholder:
I
am pleased to invite you to the 2023 Annual Meeting of Stockholders of Airspan Networks Holdings Inc., to be held on Tuesday, June 20,
2023, at 11:00 a.m. Eastern Time. The annual meeting will be a completely virtual meeting conducted via live webcast. Stockholders will
have an equal opportunity to participate at the annual meeting online regardless of their geographic location. You will be able to attend
the annual meeting online and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/MIMO2023
and entering the control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or any additional
voting instructions accompanying these proxy materials. For further information on how to participate at the annual meeting, please see
the accompanying proxy statement. We recommend that you log in a few minutes before the annual meeting to ensure you are admitted when
the annual meeting starts.
We
are pleased to make our Annual Report on Form 10-K for the year ended December 31, 2022, and proxy materials available to stockholders
over the Internet under the U.S. Securities and Exchange Commission’s Notice and Access rules. We believe this electronic delivery
option provides our stockholders with information in a more timely, cost-efficient and environmentally-conscious manner versus providing
materials in paper form.
It
is very important that your shares be represented and voted at the annual meeting regardless of whether you plan to attend electronically.
The accompanying proxy statement contains information about the matters on which you are asked to vote as well as specific instructions
for voting over the telephone or via the Internet, or submitting your proxy. If you have previously received our Notice of Internet Availability
of Proxy Materials, the instructions regarding how you can vote are contained in that notice. You are encouraged to read the materials
carefully and vote in accordance with the recommendations of the Board of Directors.
Thank
you for your investment in Airspan. We appreciate your support.
Sincerely,
/s/
Eric D. Stonestrom
Eric
D. Stonestrom
Chief Executive Officer and Chairman of the Board of Directors
April 28,
2023
This
proxy statement, along with the enclosed proxy card, is first being made available to stockholders on or about April 28, 2023.
AIRSPAN
NETWORKS HOLDINGS INC.
777 Yamato Road, Suite 310
Boca Raton, Florida 33431
NOTICE
OF 2023 ANNUAL MEETING OF STOCKHOLDERS
Time and
Date: |
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Tuesday, June 20,
2023, 11:00 a.m. Eastern Time. Please allow ample time for the online check-in process. |
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Place: |
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The 2023 Annual Meeting
of Stockholders of Airspan Networks Holdings Inc. (the “Annual Meeting”) will be held through a virtual web conference
at www.virtualshareholdermeeting.com/MIMO2023. |
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To participate at the Annual
Meeting, you will need your 16-digit control number, which can be found in your Notice of Internet Availability of Proxy Materials,
on your proxy card or any additional voting instructions accompanying these proxy materials. |
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Record Date: |
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April 21, 2023 (the
“Record Date”) |
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Items to be Voted On: |
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1. |
The election of Bandel L. Carano, Michael T. Flynn and Scot
B. Jarvis as Class II directors, each for a three-year term ending at the 2026 Annual Meeting of Stockholders or until their successor
is duly elected and qualified; |
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To ratify the appointment of Grant Thornton LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2023; and |
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3. |
To transact such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof. |
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How
to Vote: |
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IT
IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT
YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING. |
Our
Board of Directors has fixed the close of business on April 21, 2023 as the record date for determining holders of our common stock
entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders
will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the
meeting at our principal executive offices, located at 777 Yamato Road, Suite 310, Boca Raton, Florida, during normal business hours.
The complete list of these stockholders will also be available during the Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/MIMO2023.
By
Order of the Board of Directors,
/s/
David Brant
David
Brant
Secretary
April 28, 2023
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON JUNE 20, 2023.
Our
proxy materials, including our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2022, are available
at the following websites: www.virtualshareholdermeeting.com/MIMO2023 and https//ir.airspan.com.
We
are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to
each stockholder. By doing so, we save costs and reduce the environmental impact of the Annual Meeting. We will mail a Notice of Internet
Availability of Proxy Materials to certain of our stockholders. This Notice of Internet Availability of Proxy Materials contains instructions
about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy
materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose
to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.
TABLE
OF CONTENTS
BACKGROUND
NOTE
On
August 13, 2021 (the “Closing”), New Beginnings Acquisition Corp., a Delaware corporation (“New Beginnings”),
Artemis Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of New Beginnings (“Merger Sub”), and
Airspan Networks Inc., a Delaware corporation (“Legacy Airspan”), consummated their previously announced business combination
(the “Business Combination”) pursuant to the terms of a Business Combination Agreement, dated as of March 8, 2021 (the
“Business Combination Agreement”).
Pursuant
to the Business Combination Agreement, on the Closing date, (i) New Beginnings changed its name to “Airspan Networks Holdings Inc.”
and (ii) shares of Legacy Airspan capital stock issued and outstanding immediately prior to the Closing (including shares of Legacy Airspan
capital stock issued pursuant to the net exercise of warrants to purchase Legacy Airspan capital stock, but excluding shares of Legacy
Airspan restricted stock that were not Legacy Airspan accelerated restricted stock) were automatically converted into and became the
right to receive 59,726,486 shares of Airspan Networks Holdings Inc. common stock and 9,000,000 warrants to purchase Airspan Networks
Holdings Inc. common stock.
In
this proxy statement, unless the context requires otherwise, references to “Airspan,” the “Company,” “we,”
“us,” and “our,” and similar references refer to Airspan Networks Holdings Inc. and its wholly owned subsidiaries
following the Business Combination and to Legacy Airspan prior to the Business Combination.
QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING
Why
did you send me this proxy statement?
We
sent you this proxy statement because our Board of Directors (the “Board”) is soliciting your proxy to vote at the 2023 Annual
Meeting of Stockholders of Airspan Networks Holdings Inc. (the “Annual Meeting”) to be held on June 20, 2023, at 11:00
a.m. Eastern Time and at any postponements or adjournments of the Annual Meeting. This proxy statement summarizes information that is
intended to assist you in making an informed vote on the proposals described in this proxy statement.
Who
can vote at the Annual Meeting?
Only
stockholders as of the record date are entitled to notice of and to vote at the Annual Meeting. The record date to determine stockholders
entitled to notice of and to vote at the Annual Meeting is the close of business on April 21, 2023. On the record date, there were
74,582,992 shares of our common stock outstanding. We have no other securities entitled to vote at the Annual Meeting.
How
many votes do I have?
Each
share of common stock entitles the holder thereof to one vote with respect to all matters submitted to stockholders at the Annual Meeting.
We do not have cumulative voting rights for the election of directors.
How
many shares must be present to conduct the Annual Meeting?
The
presence electronically or representation by proxy of a majority of the shares of common stock of the Company issued and outstanding
and entitled to vote at the Annual Meeting is necessary to establish a quorum. Abstentions and broker non-votes will be included in the
shares present or represented at the Annual Meeting for purposes of determining whether a quorum is present, but will not affect the
outcome of the vote on any proposal. As of the record date, there were 74,582,992 shares
of our common stock issued and outstanding and entitled to vote. Accordingly, the holders of 37,291,496 shares of our common stock must
be present or represented at the Annual Meeting to have a quorum. If a quorum is not present, the chair of the Annual Meeting may adjourn
the meeting until a quorum is obtained.
What
matters are to be voted on at the Annual Meeting?
The
following proposals are scheduled to be voted on at the Annual Meeting:
| 1. | The
election of Bandel L. Carano, Michael T. Flynn and Scot B. Jarvis as Class II directors, each for a three-year term ending at the 2026
Annual Meeting of Stockholders or until their successor is duly elected and qualified; |
| 2. | The
ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting
firm for the fiscal year ending December 31, 2023; and |
| 3. | Any
other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
As
of the date of this proxy statement, we do not know of any other matters to be presented at the Annual Meeting. If any other matters
properly come before the Annual Meeting, however, the persons named as proxies will be authorized to vote or otherwise act in accordance
with their judgment.
How
does the Board recommend that I vote?
The
Board recommends that you vote:
| 1. | FOR
the election the election of each of Bandel L. Carano, Michael T. Flynn and Scot B. Jarvis as a Class II director, each for a three-year
term ending at the 2026 Annual Meeting of Stockholders or until their successor is duly elected and qualified; and |
| 2. | FOR
the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending
December 31, 2023. |
How
do I vote at the Annual Meeting?
Stockholders
of record, who hold shares registered in their names, can vote by:
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Internet
www.proxyvote.com |
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Calling 1-800-690-6903
Toll-free from the U.S. or Canada |
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Mail
Return the signed proxy card |
Telephone
and internet voting facilities for stockholders of record will be available 24 hours a day. You may vote over the telephone or via the
Internet until 11:59 p.m. on June 19, 2023.
Stockholders
of record and beneficial stockholders may vote online during the Annual Meeting. You may cast your vote electronically during the Annual
Meeting using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or
on any additional voting instructions accompanying these proxy materials. If you do not have a control number, please contact your broker,
bank or other nominee as soon as possible so that you can be provided with a control number.
Beneficial
owners, who own shares through a bank, brokerage firm, or other nominee, can vote by returning the voting instruction form, or by following
the instructions for voting via telephone or the internet, as provided by the bank, broker or other nominee. If you own shares in different
accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your
shares.
Even
if you plan to participate at our Annual Meeting via virtual web conference, please cast your vote as soon as possible.
Your
proxy will be voted in accordance with your instructions, so long as, in the case of a proxy card returned by mail, such card has been
signed and dated. If you vote your shares via the Internet, by telephone or by executing and returning a proxy card by mail but you do
not provide specific instructions with respect to the proposals, your shares will be voted FOR the director nominees named in this proxy
statement and FOR the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the
fiscal year ending December 31, 2023.
As
of the date of this proxy statement, we do not know of any matters to be presented at the Annual Meeting except those described in this
proxy statement. If any other matters properly come before the Annual Meeting, however, the persons named as proxies will be authorized
to vote or otherwise act in accordance with their judgment.
During
the Annual Meeting, a list of stockholders entitled to vote will be available for examination at www.virtualshareholdermeeting.com/MIMO2023.
The list will also be available for 10 days prior to the Annual Meeting for a purpose germane to the meeting at our principal executive
offices, Airspan Networks Holdings Inc., 777 Yamato Road, Suite 310, Boca Raton, Florida 33431.
What
does it mean if I receive more than one set of proxy materials?
You
may receive more than one set of proxy materials, including multiple copies of this proxy statement, multiple copies of the Notice of
Internet Availability of Proxy Materials and multiple proxy cards or voting instruction cards. For example, if you hold your shares in
more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares.
If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice of Internet
Availability of Proxy Materials or more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and return
each proxy card and voting instruction card that you receive and vote over the telephone or via the Internet the shares represented by
each Notice of Internet Availability of Proxy Materials that you receive (unless you have requested and received a proxy card or voting
instruction card for the shares represented by one or more of those Notices of Internet Availability of Proxy Materials).
May
I change or revoke my vote?
Yes.
You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may
change or revoke your vote by submitting another later dated proxy by telephone, Internet or mail, by voting your shares electronically
on the virtual meeting platform at the Annual Meeting (your attendance at the Annual Meeting will not, by itself, revoke your proxy;
you must vote in person at the Annual Meeting to revoke your proxy) or by delivering a signed revocation letter to David Brant, the Company’s
Secretary, at our address above before the Annual Meeting, which states that you have revoked your proxy. Your latest dated proxy card,
Internet vote or telephone vote is the one that is counted. If you are a beneficial owner and your shares are held in street name, you
may change your vote by submitting new voting instructions to your bank, broker, trustee or nominee, or if you have obtained a legal
proxy from such entity giving you the right to vote your shares, you may change your vote by attending the Annual Meeting and voting
electronically on the virtual meeting platform.
What
vote is required to elect directors and approve the other matters described in this proxy statement?
The
election of Class II directors requires the affirmative vote of a plurality of the votes cast by the stockholders present in person or
represented by proxy at the Annual Meeting and entitled to vote thereon, provided a quorum is present. Accordingly, the three director
nominees receiving the highest number of “FOR” votes will be elected. With respect to proposal to elect three Class II directors,
you may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees. If you “WITHHOLD”
authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker
non-votes will have no effect on the election of the director nominees.
The
ratification of the appointment of Grant Thornton requires the affirmative vote of a majority in voting power of the votes cast on this
proposal. For this purpose, “votes cast” means all votes cast in favor of or against this proposal by the stockholders present
in person or represented by proxy at the Annual Meeting and entitled to vote thereon, provided a quorum is present, but will not include
abstentions or broker non-votes. Accordingly, if you “ABSTAIN” from voting with respect to this proposal, it will have no
effect on the vote for this proposal. Similarly, broker non-votes will also have no effect on the vote for this proposal.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
If
your shares are registered in your name with our transfer agent, you are the “stockholder of record” of those shares. As
the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote
on your own behalf at the Annual Meeting. On the other hand, if you purchased your shares through a brokerage or other financial intermediary,
the brokerage or other financial intermediary will automatically put your shares into “street name” which means that the
brokerage or other financial intermediary will hold your shares in its name or another nominee’s name and not in your name, but
will keep records showing you as the “beneficial owner.”
How
do I vote if my bank or broker holds my shares in “street name”?
If,
at the close of business on the record date, you held your shares in “street name” through a bank, broker or other nominee,
such bank, broker or nominee will vote those shares in accordance with your instructions. To so instruct your bank, broker or nominee,
you should refer to the information provided to you by such entity. Without instructions from you, a bank, broker or nominee will be
permitted to exercise its own voting discretion with respect to so-called routine matters (Proposal 2 (Ratification of Independent Registered
Accounting Firm)), but will not be permitted to exercise voting discretion with respect to non-routine matters (Proposal 1 (Election
of Directors)). Thus, if you do not give your bank, broker or nominee specific instructions with respect to Proposal 2, your shares will
be voted in such entity’s discretion. If you do not give your bank, broker or nominee specific instructions with respect to Proposal
1, your shares will not be voted on such proposal. This is called a “broker non-vote.” Shares represented by such broker
non-votes will be counted in determining whether there is a quorum and will have no effect on the non-routine proposal. We urge you to
promptly provide your bank, broker or nominee with appropriate voting instructions so that all your shares may be voted at the Annual
Meeting.
How
will the votes be counted at the Annual Meeting?
The
votes will be counted by the inspector of election appointed for the Annual Meeting.
How
will the Company announce the voting results?
Preliminary
voting results will be announced at the Annual Meeting. In addition, the Company will report the final results of the voting at the Annual
Meeting in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business
days of the Annual Meeting.
Who
pays for the Company’s solicitation of proxies?
The
Board is soliciting your proxy to vote your shares of common stock at the Annual Meeting. We will bear the cost of soliciting proxies
on behalf of the Company, including preparing, printing and mailing this proxy statement. Proxies may be solicited personally, by mail,
email or by telephone by certain of our directors, officers, employees or representatives. Our directors and employees will not be paid
any additional compensation for soliciting proxies. We will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries
for out-of-pocket expenses incurred in forwarding our proxy solicitation materials.
What
is “householding” and how does it work?
Under
the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders.
This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this
opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary
instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a
separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents
was delivered. If you prefer to receive separate copies of the Notice of Internet Availability of Proxy Materials, proxy statement or
Annual Report on Form 10-K for the year ended December 31, 2022, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095
or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
In
addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of
future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you
may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc.
at the above telephone number or address or sending a written request to Airspan Networks Holdings Inc., 777 Yamato Road, Suite 310,
Boca Raton, Florida 33431, Attention: Investor Relations.
Stockholder
who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.
How
do I participate in the Annual Meeting?
We
are hosting the Annual Meeting through a virtual web conference. You will not be able to attend the meeting in person. You will be able
to attend the virtual Annual Meeting and vote your shares electronically during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MIMO2023
and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card
or on any additional voting instructions accompanying these proxy materials. The Annual Meeting will begin promptly at 11:00 a.m. Eastern
Time. Online check-in will be available beginning at 10:45 a.m. Eastern Time. Please allow ample time for the online check-in process.
Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an
in-person meeting.
What
if I need technical assistance?
There
will be technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If
you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or meeting time, please call the technical
support number that will be posted on the Annual Meeting login page.
PROPOSAL
ONE — ELECTION OF DIRECTORS
Upon
the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance
Committee”), the Board has nominated Bandel L. Carano, Michael T. Flynn and Scot B. Jarvis as Class II director nominees for election
at the Annual Meeting, each for a three-year term ending at the 2026 Annual Meeting of Stockholders or until their successor is duly
elected and qualified.
Our
Board is currently comprised of nine directors. As described in our Second Amended and Restated Certificate of Incorporation (“Certificate
of Incorporation”), our Board is currently divided into three classes. The term of our Class II directors expires at this Annual
Meeting, the term of our Class III directors expires at the annual meeting of stockholders of the Company to be held in 2024 and the
term of our Class I directors expires at the annual meeting of stockholders of the Company to be held in 2025. The following table describes
the schedule for the election of our directors over the next three annual meetings of our stockholders and the terms our directors will
serve if elected.
Meeting |
|
Class
of Directors
Standing for Election |
|
Term |
2023
Annual Meeting |
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Class II |
|
Three-year
term expiring at 2026 Annual Meeting |
2024
Annual Meeting |
|
Class III |
|
Three-year
term expiring at 2027 Annual Meeting |
2025
Annual Meeting |
|
Class I |
|
Three-year
term expiring at 2028 Annual Meeting |
If
you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote
to elect Bandel L. Carano, Michael T. Flynn and Scot B. Jarvis as Class II directors. Bandel L. Carano, Michael T. Flynn and Scot B.
Jarvis each currently serve on our Board, have consented to being named in this proxy statement and indicated their willingness to continue
to serve on the Board if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the shares
of our common stock represented by proxies may be voted for a substitute nominee designated by our Board, or, in the discretion of our
Board, our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.
The
biographies of each of our current directors, including our Class II director nominees, are included below. No director or executive
officer is related by blood, marriage or adoption to any other director or executive officer. Other than disclosed in this proxy statement,
no arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director
or nominee.
Required
Vote
The
election of Class II directors requires the affirmative vote of a plurality of the votes cast by the stockholders present in person or
represented by proxy at the Annual Meeting and entitled to vote thereon, provided a quorum is present.
Board
Recommendation
Our
Board unanimously recommends that you vote “FOR” the election of each of Bandel L. Carano, Michael T. Flynn and Scot
B. Jarvis as Class II directors.
DIRECTOR
BIOGRAPHIES
Class
II director nominees to be elected at the Annual Meeting (subsequent term to expire in 2026)
Bandel
L. Carano, age 61, joined the Legacy Airspan board of directors in September 2006.
Mr. Carano, who was a member of the Legacy Airspan board of directors from January 1998 to February 2001, has been a general
partner of Oak Investment Partners, a multi-stage venture capital firm, since 1987. Mr. Carano also serves on the board of directors
of Centric Software, NextNav (NN:NASDAQ) and nLight, and previously served on the board of directors of NeoPhotonics and Kratos Defence
and Security Solutions (KTOS:NASDAQ). Prior to Oak Investment Partners, Mr. Carano joined Morgan Stanley’s Venture Capital Group
in 1983, where he was responsible for advising Morgan Stanley on high-tech new business development, as well as sponsoring venture investments.
Mr. Carano holds a B.S. and an M.S. in Electrical Engineering from Stanford University. Mr. Carano’s board experience and experience
as a venture capital investor in technology companies make him a valued member of the Board.
Michael
T. Flynn, age 74, joined the Legacy Airspan board of directors in July 2001. From
1994 to 2004, Mr. Flynn served as group president of ALLTEL Corporation, an integrated telecommunications provider of wireline and wireless
telephony, Internet and high-speed data services. Prior to that, he was an officer with SBC Corp and the Bell System for 25 years. From
September 2005 to June of 2018, he was a member of the board of CALIX Inc. (CALX:NYSE), a manufacturer of broadband access equipment,
and participated in its successful initial public offering in 2010. Mr. Flynn also served as a director of Atlantic Tel-Networks (ATNI:NASDAQ)
from June of 2010 to June of 2019. He has previously served as a board member of several companies resulting in successful mergers or
acquisitions, including: Taqua sold to Tekelec in 2004; WebEx Communications (WEBX:NASDAQ) sold to Cisco for $3.2 billion in 2007; Bay
Packets merged with GENBAND in 2006, where Mr. Flynn continued to serve until 2009; and iLinc (ILC:AMEX) sold to Broadsoft. Mr. Flynn
earned his B.S. degree in Industrial Engineering from Texas A&M University in 1970. He attended the Dartmouth Institute in 1986 and
the Harvard Advanced Management Program in 1988. Mr. Flynn’s business experience, mergers and acquisitions experience and board
experience make him a valued member of the Board.
Scot B. Jarvis, age 62, joined
the board of directors of Legacy Airspan in January 2011. He joined Oak Investment Partners in 1999 after a highly successful career
in management and investment roles in the wireless communications industry and served as a Venture Partner until 2021. A graduate of the
University of Washington, Mr. Jarvis founded and served as the first President of Nextlink Communications, served as a Regional President
of Nextel, and served as a Senior Executive with McCaw Cellular (now AT&T Wireless). More recently, Mr. Jarvis was the Founder of
Cedar Grove Investments, a private equity firm with a focus on wireless communications. He has served or currently serves on the boards
of public and private companies, including Kratos Defense and Security Solutions, Vitesse Semiconductor, Spectrum Effect and Slingshot
Sports. Mr. Jarvis’ industry experience, business experience and board experience make him a valued member of the Board.
Class
III directors (terms to expire in 2024)
Thomas
S. Huseby, age 75, joined the Legacy Airspan board of directors in January 1998, serving
as Chairman of the Board from 1998 until 2000 and a second term as Chairman from 2010 until February 2022. Since August 1997,
Mr. Huseby has served as the Managing Partner of SeaPoint Ventures, a venture capital fund focused on communications infrastructure.
Mr. Huseby served as a Venture Partner at Oak Investment Partners from 1997 to 2021. Prior to founding SeaPoint Ventures, Mr. Huseby
was the Chairman and CEO of Metawave Communications and prior to that of Innova Corporation. Mr. Huseby has a B.A. and a B.S.I.E. from
Columbia University and an M.B.A. from Stanford University. Mr. Huseby’s business experience and experience as a venture capital
investor in the communications industry make him a valued member of the Board.
Michael
Liebowitz, age 54, has been a director since the inception of New Beginnings. He is an
entrepreneur, private investor and seasoned business executive with extensive experience founding, acquiring, and monetizing businesses
in the insurance and financial industries. Mr. Liebowitz served as President and Chief Executive Officer of Harbor Group Consulting LLC,
an insurance and risk management consulting firm, from its formation in 1995 to 2018. Mr. Liebowitz currently serves as a Managing Director
and Executive Vice President of Alliant Insurance Services, Inc., and President and Chief Executive Officer of the Harbor Group Division
of Alliant Insurance Services Inc., which acquired Harbor Group Consulting in 2018. Mr. Liebowitz served as President and Chief Executive
Officer of Innova Risk Management, a boutique real-estate insurance firm, which he acquired in 2006 in a joint venture with Douglas Elliman
Real Estate and was subsequently sold in 2019. Innova is a leading provider of property and casualty insurance in the co-op and condominium
markets in the New York area. In 2017, Mr. Liebowitz founded High Street Valuations, a firm that specializes in providing insurable value
calculations for banks, capital market lenders, owners, and property management companies, for which he serves as President at Chief
Executive Officer. Mr. Liebowitz has been a director of Douglas Elliman Inc. (NYSE: DOUG) since December 2021, and Nocopi Technologies
Inc. (OTC Pink: NNUP) since October 2022. Mr. Liebowitz served on the board of Ladenburg Thalmann Financial Services Inc. (NYSE
American: LTS), the parent company of Ladenburg Thalmann, from January 2019 to February 2020 and the board of The Hilb Group,
a leading middle market insurance agency headquartered in Richmond, Virginia, from 2011 to 2013. Since 2008, Mr. Liebowitz has served
as President and Chief Executive Officer of Hallman & Lorber Associates, Inc., a firm that provides consultancy and actuarial services
to qualified pension plans. In 1999, Mr. Liebowitz was a founding principal of National Financial Partners Corp. (NYSE: NFP), which was
taken public in 2003 and was acquired by a controlled affiliate of Madison Dearborn Partners, LLC in 2013. Mr. Liebowitz has acted as
an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment
banking/M&A groups Mr. Liebowitz is the managing member of M2AFO, LLC a family office vehicle he created in 2018. Mr. Liebowitz graduated
from CW Post College-LI University with a B.S. in Finance. Mr. Liebowitz’s mergers and acquisitions experience, experience with
special acquisition companies and board experience make him a valued member of the Board.
Dominique
Trempont, age 69, joined the board of directors of Legacy Airspan in May 2018. He also serves on the board of On24, a public
cloud based SaaS company that provides a leading cloud-based digital experience platform that makes it easy to create, scale, and personalize
engaging experiences to drive measurable business growth, as its Lead Director and chair of the Compensation and Nomination/Governance
Committees, since February 2010. He serves as a board director of Daily Mail and General Trust plc, a producer of content, information
analytics and events for businesses and consumers, since February 2011. He served on the board of Real Networks, a cloud based SaaS
company focused on mobile applications, as its Lead director and Chair of the Risk and Audit Committee, since July 2010. He also
served as a director, chair of the Audit Committee and of the Nomination and Governance Committee of Energy Recovery, Inc., a manufacturer
of efficient energy recovery devices utilized in the water desalination industry, for 9 years, since July 2008. From 2005 to November 2011,
Mr. Trempont served as a director of Finisar Corporation, a global company that develops and markets high-speed data communication systems
and software for networking and storage. From 2006 to April 2010, Mr. Trempont served as a director and chair of the audit committee
of 3Com Corporation, a network management company that was acquired by Hewlett Packard in April 2010. From 2003 to 2005, Mr. Trempont
was CEO-in-Residence at Battery Ventures, a venture capital firm. Prior to joining Battery Ventures, Mr. Trempont was Chairman, President
and Chief Executive Officer of Kanisa, Inc., a cloud service company focused on artificial intelligence and machine learning to enable
enterprise self-service applications, from 1999 to 2002. Mr. Trempont was President and CEO of Gemplus Corporation, a smart card and
Internet-of-Things focused company, from 1997 to 1999. Prior to Gemplus, Mr. Trempont worked closely with Steve Jobs on the turnaround
of NeXT Software; he served as Chief Financial Officer and head of Operations of the company. Mr. Trempont began his career at Raychem
Corporation, a materials science and technology company focused on telecommunications, electronics, automotive and other industries.
He was an adjunct professor at INSEAD from 2010 to 2016. Mr. Trempont earned an undergraduate degree in Economics from College St. Louis
(Belgium), a B.A. with high honors in Business Administration and Software Engineering (LSM) from the University of Louvain (Belgium)
and a master’s degree in Business Administration from INSEAD (France/Singapore). Mr. Trempont’s industry and board experience
make him a valued member of the Board. In addition, Mr. Trempont’s background and skills qualify him to serve as an audit committee
financial expert
Class
I directors (terms to expire in 2025)
Mathew
Oommen, age 54, joined the board of directors of Legacy Airspan in June 2014. Mr.
Oommen is President of Reliance Jio Infocomm Limited, which supports over 400 million mobile customers and an extensive set of business
and consumer fiber customers. In this role, Mr. Oommen is enabling India’s digital transformation with affordable and scalable
broadband connectivity, driving the creation and adoption of digital services in the emerging metaverse and digital 3.0 economy. Mr.
Oommen is a member of the board of directors of Reliance Jio Infocomm Limited, the GSMA, O-RAN Alliance, and Netradyne. Prior to Reliance,
Mr. Oommen was Chief Technology Officer of Sprint, responsible for product, network and technology development, systems architecture,
and device development, including M2M/Connected Car services. Prior to joining Sprint in 2008, Mr. Oommen also held executive positions
at Williams Communications Group/Wiltel and MCI Worldcom/Verizon. Mr. Oommen’s industry experience make him a valued member of
the Board.
Divya
Seshamani, age 44, joined our Board in October 2021. Ms. Seshamani has served as the
Managing Partner of Greensphere Capital LLP since 2011. From 2014 to 2017, she was a partner at TPG Europe LLP. A World Economic Forum
Young Global Leader for her work in sustainable and impact investing, Ms. Seshamani was previously a council member of the Royal Institute
of International Affairs (Chatham House) for two consecutive terms. She is currently a Non-Executive Director of Forterra PLC, a FTSE-250
British manufacturing business. She was appointed by the Secretary of State to advise the UK Government as a member of the HMG’s
Council for Sustainable Business, where she leads the Net-Zero Initiative. Ms. Seshamani holds a Bachelor’s degree and Master’s
degree in Politics, Philosophy and Economics from Oxford University and a Master’s in Business Administration from Harvard University.
Ms. Seshamani’s experience as a private equity and venture capital investor in technology companies make her a valued member of
the Board.
Eric
D. Stonestrom, age 61, joined us as Executive Vice President and Chief Operating Officer
in January 1998. In May 1998, he was named President and Chief Executive Officer, as well as a member of the board of directors
of Legacy Airspan. Mr. Stonestrom remained President until the appointment of Glenn Laxdal as President in January 2022. In February 2022,
Mr. Stonestrom was appointed Chairman of the Board. From 1995 to January 1998, Mr. Stonestrom was employed by DSC Communications
Corporation (“DSC”), a provider of telecommunications equipment and services, as a Vice President of operating divisions,
including our product line. From 1984 until 1995, Mr. Stonestrom worked at telecommunications corporations Bell Laboratories and AT&T
in a variety of positions. He received B.S., M.S. and M. Eng. degrees in 1982, 1983 and 1984, respectively, from the College of Engineering
at the University of California at Berkeley. Mr. Stonestrom’s industry experience, leadership abilities and strategic insight make
him a valued member of the Board.
CORPORATE
GOVERNANCE
Our
business and affairs are managed under the direction of our Board. Pursuant to our Amended and Restated Bylaws (the “Bylaws”),
the total number of directors is determined from time to time by resolution of our Board, subject to the Certificate of Incorporation
and the Stockholders Agreement. Our Board currently consists of nine directors.
Director
Independence
NYSE
American listing standards require that a majority of our board of directors be independent. An “independent director” is
defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Ms. Seshamani and Messrs. Carano, Flynn,
Huseby, Jarvis, Liebowitz and Trempont are “independent directors” as defined in the NYSE American listing standards and
applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Board
Leadership Structure
We
believe that the structure of our Board and its committees provides strong overall management of our Company. We do not currently have
a policy as to whether the offices of Chair of the Board and Chief Executive Officer should be separate, or whether the Chair of the
Board should be an employee or elected from among non-employee directors. Our Board believes that it is in the best interests of the
Company to have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide
appropriate leadership. Our Corporate Governance Guidelines provide that a lead director may be elected by the independent directors
when the Chair of the Board is a member of management or does not otherwise qualify as independent. The lead director’s responsibilities
would include, among other things, presiding over all meetings of the Board at which the Chair of the Board is not present, approving
Board meeting schedules and agendas and acting as the liaison between the independent directors and the Chief Executive Officer and the
Chair of the Board.
The
Board has determined that the best leadership structure for Airspan at this time is to combine the Chair of the Board and Chief Executive
Officer positions, with Mr. Stonestrom serving as Chair of the Board and Chief Executive Officer, and not having a lead director. Our
Board has determined that combining the roles of Chair of the Board and Chief Executive Officer is best for our Company and its stockholders
at this time because it provides unified leadership by Mr. Stonestrom and allows for a single, clear focus for management to execute
the Company’s strategy and business plans. The Board believes that this overall structure meets the current corporate governance
needs and oversight responsibilities of the Board. Moreover, the Board believes that the independent directors, who compromise a majority
of the Board, provide an effective oversight of management.
The
Board may modify its leadership structure in the future as it deems appropriate.
Risk
Oversight
Our
Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy, the most
significant risks facing us, and oversees the implementation of risk mitigation strategies by management. The audit committee of our
Board (the “Audit Committee”) is also responsible for discussing our policies with respect to risk assessment and risk management.
Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.
Board
Meetings and Attendance
Board
members are expected to prepare for and attend all meetings of the Board and committees on which they serve. The full Board held a total
of 14 meetings in 2022. During 2022, each director attended at least 75% of the aggregate of the total number of Board meetings (held
during the period for which they were a director) and the total number of meetings held by all committees of the Board on which they
served (during the periods that they served), except for Mr. Oommen. Although we do not maintain a formal policy regarding director attendance
at stockholder meetings, we encourage all directors to attend and attempt to schedule such meetings so that all directors can attend.
Mr. Eric Stonestrom, Chairman and CEO of the Company, and Messrs. Michael Flynn, Tom Huseby, Michael Liebowitz, and Dominique Trempont
attended the annual meeting of stockholders in 2022.
Criteria
for Selection of Directors
The
Nominating and Corporate Governance Committee is responsible for identifying individuals that are qualified to become members of the
Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and
independent backgrounds. Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee may take
into account many factors and seek individuals with backgrounds and qualities that, when combined with those of the Company’s incumbent
directors, provide a mix of specific experience qualifications and skills in order to assure that the Board, as a whole, has the necessary
tools to perform its oversight function effectively in light of our business and structure. In recommending director candidates for election
to the Board, the Nominating and Corporate Governance Committee will consider candidates who have a high level of personal and professional
integrity, strong ethics and values and the ability to make mature business judgments, as well as whether there are potential conflicts
of interest with the candidate’s other personal and professional pursuits. In evaluating director candidates, the Nominating and
Corporate Governance Committee may also consider the following criteria, as well as any other factor that it deems to be relevant: the
candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly-held company; the
candidate’s experience as a board member of another publicly-held company; the candidate’s professional and academic experience
relevant to our industry; the strength of the candidate’s leadership skills; the candidate’s experience in finance and accounting
and/or executive compensation practices; whether the candidate has the time required for preparation, participation and attendance at
Board meeting and committee meetings, if applicable; and the candidate’s geographic background, gender, age and ethnicity.
Diversity
and Inclusion
We
believe in attracting, developing and retaining diverse teams. We embrace diversity and inclusion and strive to provide an environment
rich with diverse skills, backgrounds and perspectives.
Recommendation
of Directors by Stockholders
The
Nominating and Corporate Governance Committee will consider candidates for election as a director of the Company that are recommended
by any stockholder, provided that the recommending stockholder follows the procedures set forth in our Bylaws for nominations by stockholders
of persons to serve as directors. The Nominating and Corporate Governance Committee evaluates such candidates in the same manner by which
it evaluates other director candidates considered by the Nominating and Corporate Governance Committee, as described above.
Pursuant
to the Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be generally made by any stockholder
of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary. To
be timely, a stockholder’s notice with respect to an annual meeting of stockholders must be delivered to, or mailed and received
at, our principal executive offices not less than 90 nor more than 120 days before the first anniversary of the preceding year’s
annual meeting of stockholders; provided, however, that in the event no annual meeting of stockholders was held in the preceding year,
a stockholder’s notices must be so delivered, or mailed and received, not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such
annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting
is first made by us; provided, further, that if the date of the annual meeting of stockholders is more than 30 days before or more than
60 days after such anniversary date, a stockholder’s notice must be so delivered, or mailed and received, not later than the 90th
day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date
of such annual meeting is first made by us. To be timely, a stockholder’s notice with respect to a special meeting of stockholders
must be delivered to, or mailed and received at, our principal executive offices not earlier than 120 days prior to the special meeting
and not later than the later of 90 days prior to the special meeting and the 10th day following the day on which public disclosure
of the date of the special meeting is first made by us.
The
stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder
proposes to nominate for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice
is given. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director
if elected. In addition, notice of a nomination must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act.
Recommendations or notices relating to director nominations should be sent to Airspan Networks Holdings Inc., 777 Yamato Road, Suite
310, Boca Raton, Florida 33431, Attention: Secretary. See “Additional Information — Stockholder Proposals for 2024 Annual
Meeting of Stockholders.”
Corporate
Governance
We
have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable
features of this corporate governance include:
| ● | we
have independent director representation on our Audit, Compensation and Nominating and Corporate
Governance Committees, and our independent directors meet regularly in executive sessions
without the presence of our management or non-independent directors; |
| ● | at
least one of our directors qualifies as an “audit committee financial expert”
as defined by the SEC; and |
| ● | we
have implemented a range of other corporate governance best practices, including a robust
director education program. |
Board
Committees
Our
Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of
the Board and standing committees. We have a standing Audit Committee, Nominating and Corporate Governance Committee and Compensation
Committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address
specific issues.
Audit
Committee
Our
Audit Committee is responsible for, among other things:
| ● | the
appointment, compensation, retention, replacement, and oversight of the work of the independent
registered public accounting firm engaged by us; |
| ● | pre-approving
all audit and permitted non-audit services to be provided by the independent registered public
accounting firm engaged by us, and establishing pre-approval policies and procedures; |
| ● | setting
clear hiring policies for employees or former employees of the independent registered public
accounting firm, including but not limited to, as required by applicable laws and regulations; |
| ● | setting
clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| ● | obtaining
and reviewing a report, at least annually, from the independent registered public accounting
firm describing (i) the independent registered public accounting firm’s internal quality-control
procedures, (ii) any material issues raised by the most recent internal quality-control review,
or peer review, of the audit firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years respecting one or more independent
audits carried out by the firm and any steps taken to deal with such issues and (iii) all
relationships between the independent registered public accounting firm and us to assess
the independent registered public accounting firm’s independence; |
| ● | reviewing
and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| ● | reviewing
with management, the independent registered public accounting firm, and our legal advisors,
as appropriate, any legal, regulatory or compliance matters, including any correspondence
with regulators or government agencies and any employee complaints or published reports that
raise material issues regarding our financial statements or accounting policies and any significant
changes in accounting standards or rules promulgated by the Financial Accounting Standards
Board (“FASB”), the SEC or other regulatory authorities. |
Our
audit committee consists of Ms. Seshamani and Messrs. Liebowitz and Trempont, with Mr. Trempont serving as chair. Under the NYSE American
listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be
independent. Our Board has affirmatively determined that Ms. Seshamani and Messrs. Liebowitz and Trempont each meet the definition of
“independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE
American rules. Each member of our audit committee also meets the financial literacy requirements of NYSE American listing standards.
In addition, our Board has determined that Mr. Trempont qualifies as an “audit committee financial expert,” as such term
is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. Our Board has adopted a written charter for the audit committee,
which is available on our corporate website. The information on any of our websites is deemed not to be incorporated in this Annual Report
or to be part of this Annual Report.
Compensation
Committee
Our
Compensation Committee is responsible for, among other things:
| ● | reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance
in light of such goals and objectives and determining and approving the remuneration of our
Chief Executive Officer based on such evaluation; |
| ● | reviewing
and approving on an annual basis the compensation of all of our other officers; |
| ● | reviewing
on an annual basis our executive compensation policies and plans; |
| ● | implementing
and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting
management in complying with our proxy statement and annual report disclosure requirements; |
| ● | approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our officers and employees; |
| ● | if
required, producing a report on executive compensation to be included in our annual proxy
statement; and |
| ● | reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Our
compensation committee consists of Messrs. Flynn, Huseby and Jarvis, with Mr. Jarvis serving as chair. Our Board has affirmatively determined
that Messrs. Flynn, Huseby and Jarvis each meet the definition of “independent director” for purposes of serving on the compensation
committee under the NYSE American rules, including the heightened independence standards for members of a compensation committee, and
are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. Our Board has adopted a written charter for
the compensation committee, which is available on our corporate website. The information on any of our websites is deemed not to be incorporated
in this Annual Report or to be part of this Annual Report.
Nominating
and Corporate Governance Committee
Our
Nominating and Corporate Governance Committee is responsible for, among other things:
| ● | identifying,
screening and reviewing individuals qualified to serve as directors and recommending to the
Board candidates for nomination for election at the annual meeting of stockholders or to
fill vacancies on the Board; |
| ● | developing
and recommending to the Board and overseeing implementation of our corporate governance guidelines; |
| ● | coordinating
and overseeing the annual self-evaluation of our Board, its committees, individual directors
and management in the governance of our company; and |
| ● | reviewing
on a regular basis our overall corporate governance and recommending improvements as and
when necessary. |
Our
nominating and corporate governance committee consists of Ms. Seshamani and Messrs. Carano, Huseby, Liebowitz and Trempont, with Mr.
Huseby serving as chair. Our Board has affirmatively determined that Ms. Seshamani and Messrs. Carano, Huseby, Liebowitz and Trempont
each meet the definition of “independent director” under the NYSE American rules. Our Board has adopted a written charter
for the nominating and corporate governance committee, which is available on our corporate website. The information on any of our websites
is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.
Code
of Business Conduct and Ethics
We
have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
A copy of the code is available in the “Investor Relations” section of our corporate website at https://ir.airspan.com/corporate-governance.
We intend to disclose any amendment to, or waiver from, a provision of the code of business conduct that applies to our principal executive
officer, principal financial officer or principal accounting officer on our corporate website. The information on any of our websites
is deemed not to be incorporated in this proxy statements or to be part of this proxy statement.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers serves as a member of the Board or compensation committee (or other committee performing equivalent functions)
of any entity that has one or more executive officers serving on our Board or compensation committee.
Hedging
of Company Securities
We
believe it is improper and inappropriate for any person associated with Airspan to engage in short-term or speculative transactions involving
our securities. Directors, officers and employees of the Company, including contractors and other temporary personnel, and immediate
family members of employees of the Company (collectively referred to as “Insiders”) are therefore prohibited under our Insider
Trading Policy from trading in any interest or position relating to the future price of our securities, such as a put, call or short
sale or other derivative securities on our securities. Our Insider Trading Policy also prohibits Insiders from (i) entering into hedging
or monetization transactions or similar arrangements with respect to our securities, (ii) holding our securities in a margin account
or (iii) pledging our securities as collateral for a loan.
Communications
from Stockholders
The
Board will give appropriate attention to written communications that are submitted by stockholders and interested parties, and will respond
if and as appropriate. Our General Counsel is primarily responsible for monitoring communications from stockholders and interested parties
and for providing copies or summaries to the directors, as appropriate. Our General Counsel, in consultation with appropriate directors
as necessary, will review all incoming stockholder and interested party communications and screen for communications that (i) are solicitations
for products and services, (ii) relate to matters of a personal nature not relevant for our Board to consider and (iii) matters that
are of a type that render them improper or irrelevant to the functioning of the Board or us, including, without limitation, mass mailings,
product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material. If
appropriate, our General Counsel will route such communications to the appropriate director(s) or, if none is specified, to the Chair
of the Board or the lead independent director if the Chair of the Board is not independent. Stockholders and interested parties who wish
to send communications on any topic to the Board, the non-employee directors or any director should address such communications to the
Board of Directors/Non-Employee Directors, c/o General Counsel, Airspan Networks Holdings Inc., 777 Yamato Road, Suite 310, Boca Raton,
Florida 33431.
Compensation
of Directors and Officers
Our
executive compensation program reflects our compensation policies and philosophies, as they may be modified and updated from time to
time.
Decisions
with respect to the compensation of our executive officers, including our named executive officers, is made by the Compensation Committee.
In fulfilling its responsibilities, the Compensation Committee has the authority to delegate any or all of its responsibilities to a
subcommittee of the Compensation Committee. The Compensation Committee may, in its sole discretion, retain or obtain advice from compensation
consultants, independent legal counsel or other advisers.
In
2022, our Compensation Committee retained Board Advisory, LLC (“Board Advisory”) as its compensation consultant to provide
advice and guidance on the overall competitiveness of our pay methodology for 2022. Board Advisory was instructed to provide an independent
review of our peer group, provide a review of executive and Board compensation against peer companies and provide recommendations for
prospective awards of performance-based cash and equity. Board Advisory reports directly to our Compensation Committee. Our Compensation
Committee may, in its sole discretion, terminate or replace any compensation consultant it retains, and we are required to provide appropriate
funding, as determined by our Compensation Committee, for the payment of reasonable compensation to any compensation consultant retained
by our Compensation Committee. Board Advisory provides no services to, and earns no fees from, us outside of its engagement with our
Compensation Committee. Our Compensation Committee has determined that Board Advisory is independent from management based upon the consideration
of relevant factors, including:
| ● | that
Board Advisory does not provide any services to us, except advisory services to our Compensation
Committee; |
| ● | that
the amount of fees received from us by Board Advisory is not material as a percentage of
Board Advisory’s total revenue; |
| ● | that
Board Advisory has policies and procedures that are designed to prevent conflicts of interest; |
| ● | that
Board Advisory and its employees who provide services to our Compensation Committee do not
have any business or personal relationship with any member of our Compensation Committee
or any of our executive officers; and |
| ● | that
Board Advisory and its employees who provide services to our Compensation Committee do not
own any shares of our common stock. |
Our
executive compensation programs for 2022 are further described below under “Executive Compensation.”
Delinquent
Section 16(a) Reports
Section 16(a)
of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to
file initial reports of ownership and reports of changes in ownership with the SEC. Such executive officers, directors and greater than
10% beneficial owners are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.
Based
solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports
on Form 5 and amendments thereto filed electronically with the SEC with respect to, the year ended December 31, 2022, and based
further upon written representations received by us with respect to the need to file reports on Form 5, no persons filed late reports
required by Section 16(a) of the Exchange Act during the year ended December 31, 2022 other than (i) to (x) as follows: (i)
a late Form 4 filing by Glenn Laxdal for a transaction on January 24, 2022; (ii) a late Form 4 filing by David Brant for
a transaction on August 29, 2022; (iii) a late Form 4 filing by Uzi Shalev for a transaction on August 29, 2022; (iv)
a late Form 4 filing by Eric Stonestrom for a transaction on August 29, 2022; (v) a late Form 4 filing by Uzi Shalev for
a transaction on September 21, 2022; (vi) a late Form 4 filing by Henrik Smith-Petersen for a transaction on September 21,
2022; (vii) a late Form 4 filing by David Brant for a transaction on September 21, 2022; (viii) a late Form 4 filing by
Henrik Smith-Petersen for a transaction on November 21, 2022; (ix) a late Form 4 filing by David Brant for a transaction on
November 21, 2022; and (x) a late Form 4 filing by Uzi Shalev for a transaction on November 21, 2022.
EXECUTIVE
COMPENSATION
This
section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary
Compensation Table” below. As an emerging growth company, we comply with the executive compensation disclosure rules applicable
to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), which require compensation disclosure for our principal executive officer and the two most highly
compensated executive officers other than our principal executive officer. These three officers are referred to as our named executive
officers.
In
2022, our “named executive officers” and their positions were as follows:
| ● | Eric.
D. Stonestrom, Chief Executive Officer and Chairman of the Board of Directors; |
|
● |
Glenn Laxdal, President and Chief Operating Officer; and |
|
● |
Uzi Shalev, Chief Technical Officer. |
This
discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations
regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from the currently
planned programs summarized in this discussion.
Summary
Compensation Table
The
following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers.
Name
and Principal Position | |
Year | | |
Salary
($) | | |
Bonus
($) | | |
Stock
Awards ($)(1) | | |
Option
Awards ($)(2) | | |
Non-equity
Incentive Plan Compensation ($)(3) | | |
All
Other Compensation ($)(4) | | |
Total
($) | |
Eric
D. Stonestrom, | |
2022 | | |
$ | 561,346 | | |
$ | 31,050 | | |
$ | 2,289,050 | | |
$ | 1,159,805 | | |
$ | - | | |
$ | 10,753 | | |
$ | 4,052,004 | |
Chief
Executive Officer and Chairman of the Board of Directors | |
2021 | | |
$ | 512,922 | | |
$ | 216,945 | | |
$ | 6,825,000 | | |
$ | 851,245 | | |
$ | 7,000,000 | | |
$ | 169,113 | | |
$ | 15,575,225 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Glenn
Laxdal, | |
2022(5) | | |
$ | 378,480 | | |
$ | - | | |
$ | 2,729,252 | | |
$ | 2,729,587 | | |
$ | - | | |
$ | 2,992 | | |
$ | 5,840,311 | |
President & Chief Operating Officer | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Uzi
Shalev | |
2022(5) | | |
$ | 296,859 | | |
$ | - | | |
$ | 1,144,525 | | |
$ | 840,374 | | |
$ | - | | |
$ | 36,072 | | |
$ | 2,326,611 | |
Chief
Technical Officer | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(1) |
The amounts
in this column for 2022 represent the aggregate grant date fair value of restricted stock awards granted to each named executive
officer, computed in accordance with FASB ASC Topic 718. See Note 18 to the audited consolidated financial statements included in
our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the assumptions used in determining
the grant date fair value of our equity awards. |
(2) |
The amounts
in this column represent the aggregate grant date fair value of option awards granted to each named executive officer, computed in
accordance with FASB ASC Topic 718. See Note 18 to the audited consolidated financial statements in our Annual Report on Form 10-K
for the year ended December 31, 2022 for a discussion of the assumptions used in determining the grant date fair value of our
equity awards. |
(3) |
The amounts
in this column represent amounts paid pursuant to the MIP in connection with the Closing of the Business Combination. |
(4) |
The amounts
in this column represent our matching contributions under our 401(k) plan and benefits allowance of $26,913 for Mr. Shalev. |
(5) |
Mr. Laxdal and Mr. Shalev were not named executive officers in 2021. |
Narrative
Disclosure to Summary Compensation Table
We
have historically provided compensation for our named executive officers by way of base salary and bonus, both of which are provided
under the named executive officer’s employment agreement, as well as equity awards.
Employment
Agreements
All
of our named executive officers are employed with employment agreements.
Eric
Stonestrom, Chief Executive Officer
Mr.
Stonestrom’s base salary under his employment agreement, dated January 12, 1998, is subject to periodic review and adjustment
by our Board. Additionally, Mr. Stonestrom is eligible to receive certain bonus compensation under our bonus plan at a target of 60%
of his base salary and is eligible to receive grants under our equity compensation plans. Mr. Stonestrom’s employment agreement
has no specified term. See the caption “Potential Payments Upon Termination or Change in Control” for details regarding potential
severance payments.
Glenn
Laxdal, President & Chief Operating Officer
Mr.
Laxdal’s base salary under his offer letter, effective as of January 24, 2022, is subject to periodic review and adjustment.
Additionally, Mr. Laxdal is eligible to receive certain bonus compensation under our bonus plan at a target of 50% of his base salary
and is eligible to receive grants under our equity compensation plans. Mr. Laxdal’s employment agreement has no specified term.
See the caption “Potential Payments Upon Termination or Change in Control” for details regarding potential severance payments.
Uzi
Shalev, Chief Technical Officer
Mr.
Shalev’s base salary under his offer letter, dated August 16, 2016, is subject to periodic review and adjustment. In addition
he receives an allowance of 10.5% of his base salary for benefits. Additionally, Mr. Shalev is eligible to receive certain bonus compensation
under our bonus plan based on Company performance as decided by the Board of Directors (or sub-committee thereof) in their sole discretion.
Mr. Shalev’s employment agreement has no specified term. See the caption “Potential Payments Upon Termination or Change in
Control” for details regarding potential severance payments.
Equity
Awards
We
have historically offered stock options and restricted stock awards to our named executive officers, as the long-term incentive component
of our compensation program. Our stock options generally allow employees to purchase shares of common stock at a price equal to the fair
market value of that common stock on the date of grant. Our restricted stock awards generally remain subject to forfeiture until the
risks of forfeiture lapse according to their terms. Historically, restricted stock awards vested upon the earlier of either of the following
events that occurred on or prior to the 10th anniversary of the date of grant: (i) the date of a change in control; or (ii)
the effective date of an initial public offering. In connection with the Closing of the Business Combination, the provisions of our outstanding
restricted stock awards were amended to provide that vesting would occur on the earliest to occur of (a) August 13, 2022, (b) death,
(c) disability and (d) qualifying separation, provided that the holder continues to be employed by us, or continues to be a director
of ours, through such date or event.
The
following table sets forth the options to purchase shares of common stock granted to our named executive officers during 2022.
Named
Executive Officer | |
2022 Stock Options Granted | |
Eric D. Stonestrom | |
| 477,286 | |
Glenn Laxdal | |
| 733,760 | |
Uzi Shalev | |
| 345,833 | |
These
stock options were granted on January 24, 2022 for Mr. Laxdal and on May 13, 2022 for Mr. Stonestrom and Mr. Shalev and vest
as to 25% of the shares on the first anniversary of the date of grant, and shall vest monthly as to 1/48 of the shares for each of the
36 months following the first anniversary of the date of grant, such that the stock option is fully-vested in four years.
The
following table sets forth the restricted stock awards granted to our named executive officers during 2022.
Named
Executive Officer | |
2022
Restricted Stock Awards Granted | |
Eric D. Stonestrom | |
| 838,480 | |
Glenn Laxdal | |
| 733,670 | |
Uzi Shalev | |
| 419,240 | |
Outstanding
Equity Awards at 2022 Fiscal Year-End
The
following table provides information regarding outstanding equity awards for our named executive officers as of December 31, 2022.
| |
| |
Option Awards | |
Stock Awards | |
Name | |
Grant Date | |
Number of Securities Underlying
Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option Exercise Price
($) | | |
Option Expiration Date | |
Number of Shares or Units of Stock That Have Not Vested
(#)(1) | | |
Market Value of Shares or Units of Stock That Have Not Vested
($) |
|
Eric D. Stonestrom | |
5/13/22 | |
| - | | |
| 477,286 | | |
$ | 2.43 | | |
5/13/32 | |
| | | |
|
| |
| |
4/26/22 | |
| | | |
| | | |
| | | |
| |
| 838,480 | | |
$ |
1,098,409 | (5) |
| |
1/28/21(2) | |
| 64,848 | | |
| 70,485 | | |
$ | 6.29 | | |
1/28/31 | |
| | | |
|
| |
| |
2/11/20(2) | |
| 192,613 | | |
| 79,311 | | |
$ | 3.96 | | |
2/11/30 | |
| | | |
|
| |
| |
1/29/19(2) | |
| 283,939 | | |
| 6,041 | | |
$ | 5.42 | | |
1/29/29 | |
| | | |
|
| |
| |
4/27/17(2) | |
| 234,739 | | |
| - | | |
$ | 3.36 | | |
4/27/27 | |
| | | |
|
| |
| |
2/3/16(2) | |
| 111,566 | | |
| - | | |
$ | 2.66 | | |
2/3/26 | |
| | | |
|
| |
| |
1/29/15(2) | |
| 83,334 | | |
| - | | |
$ | 2.53 | | |
1/29/25 | |
| | | |
|
| |
| |
11/4/14(2) | |
| 103,957 | | |
| - | | |
$ | 2.53 | | |
11/4/24 | |
| | | |
|
| |
| |
6/9/14(2) | |
| 194,803 | | |
| - | | |
$ | 1.95 | | |
6/9/24 | |
| | | |
|
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
|
| |
Glenn Laxdal | |
1/24/22 | |
| - | | |
| 733,760 | | |
$ | 3.72 | | |
1/24/32 | |
| 733,670 | | |
$ |
961,108 | (5) |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
|
| |
Uzi Shalev | |
5/13/22 | |
| - | | |
| 345,833 | | |
$ | 2.43 | | |
5/13/32 | |
| | | |
|
| |
| |
4/26/22 | |
| | | |
| | | |
| | | |
| |
| 419,240 | | |
$ |
549,204 | |
| |
1/28/21(4) | |
| 15,162 | | |
| 16,479 | | |
$ | 6.29 | | |
1/28/31 | |
| | | |
|
| |
| |
2/11/20(4) | |
| 42,259 | | |
| 17,401 | | |
$ | 3.96 | | |
2/11/30 | |
| | | |
|
| |
| |
1/29/19(4) | |
| 70,985 | | |
| 1,510 | | |
$ | 5.42 | | |
1/29/29 | |
| | | |
|
| |
| |
4/27/17(4) | |
| 58,685 | | |
| - | | |
$ | 3.36 | | |
4/27/27 | |
| | | |
|
| |
| |
2/3/16(4) | |
| 27,897 | | |
| - | | |
$ | 2.66 | | |
2/3/26 | |
| | | |
|
| |
| |
1/29/15(4) | |
| 20,831 | | |
| - | | |
$ | 2.53 | | |
1/29/25 | |
| | | |
|
| |
| |
11/4/14(4) | |
| 25,982 | | |
| - | | |
$ | 2.53 | | |
11/4/24 | |
| | | |
|
| |
| |
6/9/14(4) | |
| 72,080 | | |
| - | | |
$ | 1.95 | | |
6/9/24 | |
| | | |
|
| |
(1) |
Represents
MIP RSUs granted at the Closing of the Business Combination. Vests on the earliest to occur of (i) August 13, 2022, (ii) the
MIP Participant’s death, (iii) the MIP Participant’s disability and (iv) the MIP Participant’s qualifying separation,
provided that the MIP Participant continues to be employed by us, or continues to be a director of ours, through such date or event.
The MIP RSUs vested on August 13, 2022. |
(2) |
Vests (subject to continued
service) as to 25% on first anniversary of grant date, and in 36 equal monthly installments thereafter, with all remaining unvested
options vesting upon a change in control. |
(3) |
Originally
vested upon the earlier of either of the following events that occurred on or prior to the 10th anniversary of the date
of grant: (i) the date of a change in control; or (ii) the effective date of an initial public offering. At Closing, the vesting
restrictions with respect to these restricted stock awards were revised to provide that the restricted stock will vest in full on
the earliest to occur of (i) August 13, 2022, (ii) the holder’s death, (iii) the holder’s disability and (iv) the
holder’s qualifying separation, provided that the holder continues to be employed by us, or continues to be a director of ours,
through such date or event. |
(4) |
Vests (subject
to continued service) as to 25% on first anniversary of grant date, and in 36 equal monthly installments thereafter, with 50% of
any remaining unvested options vesting upon a change in control. |
(5) |
Valued
at $1.31 per share, the closing market price of one share of Common Stock on the NYSE American on December 30, 2022, the last
trading day of 2022. |
Retirement
Benefits
We
maintain a 401(k) retirement savings plan for our U.S.-based employees, including Mr. Stonestrom, Mr. Laxdal and Mr. Shalev. Mr. Stonestrom,
Mr. Laxdal and Mr. Shalev is eligible to participate in the 401(k) plan on the same terms as other full-time employees, including employer
matching contributions.
Potential
Payments Upon Termination or Change in Control
Name |
|
Amount
Paid on Our Terminating the Employment Contract without Cause(4) |
Eric
D. Stonestrom(1) |
|
$ |
567,500
(equivalent to 12 months’ base salary) |
Glenn
Laxdal(2) |
|
$ |
410,020
(equivalent to 12 months’ base salary) |
Uzi
Shalev(3) |
|
$ |
163,461
(equivalent to 6 months’ base salary plus 6 months’ allowance) |
| (1) | On
involuntary termination of Mr. Stonestrom’s contract he is entitled to receive severance of 12 months’ base salary. On February 8,
2022, Mr. Stonestrom’s base salary under his employment agreement was increased to $567,500 per year. |
(2) |
Under
Mr. Laxdal’s current offer letter, which became effective January 24, 2022, in the event of termination of Mr. Laxdal (as
defined in his employment agreement) his employment with Airspan will be “at-will,” meaning either Mr. Laxdal or Airspan
have the right to terminate the employment relationship at any time, with or without notice, and for any reason (or no reason) not prohibited
by law. Although Mr. Laxdal’s compensation, benefits, duties and responsibilities are subject to change at any time, the at-will
nature of his employment with Airspan may only be altered by an express written agreement signed by Mr. Laxdal and Airspan’s CEO.
If Airspan terminates Mr. Laxdal’s employment, he will be entitled to a severance payment of twelve (12) months base salary. |
(3) |
Under
Mr. Shalev’s current offer letter, which became effective August 16, 2016, if the Company terminates Mr. Shalev’s employment
other than for “Cause” or if Mr. Shalev terminates his employment with “Good Reason” while he is based in the
US, after August 15, 2017, he will be entitled to a separation payment to be paid over a six-month period following such termination,
equal to 6 months of his base salary plus allowance as of the date of termination. |
(4) |
The
termination payment arrangements for the named executive officers were individually negotiated with each named executive officer at different
time periods. We do not have a policy or set parameters for such arrangements and do not believe that such arrangements materially affected
the other compensation elements for the named executive officers. |
Upon
the occurrence of a “change in control”, as defined in our stock option agreements under our equity compensation plans, the
following provisions apply to option awards under our equity compensation plans:
Upon
the occurrence of a “change in control” (as defined below), if we or any successor, assign, or purchaser thereof does not
either: (a) continue the option (as adjusted, if necessary, to retain its pre-“change in control” economic value and aggregate
“spread” between the option shares’ fair market value and exercise price) or (b) grant a new option of at least equivalent
economic value, aggregate “spread,” and other terms and conditions as the pre-“change in control” option, then
an additional 50 percent (100 percent in the case of options granted to Mr. Stonestrom and Mr. Brant) of any remaining unvested options
will automatically vest. In the case of options granted to Mr. Stonestrom and Mr. Brant, if there is a “change in control”
and we or any successor, assign, or purchaser thereof either: (i) continues the option (as adjusted, if necessary, to retain its pre-“change
in control” economic value and aggregate “spread” between the option shares’ fair market value and exercise price)
or (ii) grants a new option of at least equivalent economic value, aggregate “spread,” and other terms and conditions as
the pre-“change in control” option, and within two years of the effective date of the “change in control” either
optionee’s employment is terminated, or the optionee voluntarily terminates their employment with good reason, then 100 percent
of any remaining options will automatically vest. All such vested options may be exercised (together with any other previously or subsequently
vested options) until the later of (A) the date related to termination of the employee, or (B) one year from such “change in control”,
but in no event longer than ten years from the original date of grant.
A
“change in control” as defined in the stock option agreements under our equity compensation plans means any consolidation
or merger of us with or into another corporation or entity (after which our pre-existing stockholders do not own a majority of the outstanding
shares of the surviving entity), an acquisition or sale of substantially all of our assets or a sale of stock in a single transaction
(or several related transactions) to one person (or a group acting together) who, as a result of such transaction, shall own more than
50% voting control of us, or any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
Legacy
Airspan 2009 Omnibus Equity Compensation Plan
At
the Closing, we assumed Legacy Airspan’s 2009 Omnibus Equity Compensation Plan (the “Legacy Airspan Plan”) and the
options to purchase Legacy Airspan capital stock granted thereunder that were outstanding immediately prior to the Closing were converted
into options to purchase an aggregate of 5,815,796 shares of Common Stock and the shares of Legacy Airspan restricted stock granted thereunder
that were outstanding immediately prior to the Closing were converted into an aggregate of 345,471 shares of restricted Common Stock.
We have not granted and will not grant any awards under the Legacy Airspan Plan following the Closing.
Airspan
Networks Holdings Inc. 2021 Stock Incentive Plan
At
the 2022 annual meeting of the stockholders of the Company, the Company’s stockholders considered and approved the Airspan Networks
Holdings Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan authorizes the compensation
committee of the Board to provide incentive compensation to eligible employees, officers, non-employee directors, consultants, independent
contractors or advisors providing services to us, or any person to whom we extend an offer of employment or engagement, in the form of
stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalents and other stock-based awards. The 2021 Plan authorizes
the issuance of up to 11,651,168 shares of Common Stock, plus any shares of our Common Stock subject to outstanding awards under the
Legacy Airspan Plan that are forfeited or reacquired by us due to termination or cancellation.
Director
Compensation
During
the year ended December 31, 2022, we paid our non-management directors the annual fees set forth below:
|
● |
Board
fees of $50,000 per year; |
|
|
|
|
● |
Board
Chair fee of $45,000 per year; |
|
|
|
|
● |
Audit
Committee member fees of $12,500 per year with the Audit Committee Chair earning $25,000 per year; |
|
|
|
|
● |
Compensation
Committee member fees of $7,500 per year, with the Compensation Committee Chair earning $15,000 per year; |
|
|
|
|
● |
Nominating
and Corporate Governance Committee member fees of $5,000 per year, with the Nominating and Corporate Governance Committee Chair earning
$10,000 per year; and |
|
|
|
|
● |
Technology
and Cyber Security Committee member fees of $7,500 per year, with the Technology and Cyber Security Committee Chair earning $15,000 per
year. |
|
|
|
|
● |
Special
Committee member fees of $800 per meeting. |
In
addition, Mr. Huseby receives an annual retainer of $115,000 for his role as adviser to the Chairman of the Board. Mr. Stonestrom does
not receive any compensation for his services as a director.
The
following table provides information on the compensation of our non-management directors in fiscal 2022.
Name | |
Fees
Earned or Paid in Cash
($) | | |
Total ($) | |
Bandel L. Carano | |
$ | - | | |
$ | - | |
Michael T. Flynn | |
| 79,875 | | |
| 79,875 | |
Thomas S. Huseby | |
| 213,800 | | |
| 213,800 | |
Scot B. Jarvis | |
| 65,000 | | |
| 65,000 | |
Michael Liebowitz | |
| 67,500 | | |
| 67,500 | |
Mathew Oommen | |
| - | | |
| - | |
Divya Seshamani | |
| 82,500 | | |
| 82,500 | |
Dominique Trempont | |
| 96,300 | | |
| 96,300 | |
As
of December 31, 2022, Mr. Flynn had 25,359 and Mr. Huseby had 38,424 restricted Common Stock awards outstanding. As of December 31,
2022, Mr. Flynn had restricted stock units with respect to 77,923 shares of Common Stock outstanding, Mr. Huseby had restricted stock
units with respect to 195,173 shares of Common Stock outstanding and Messrs. Carano, Jarvis, Liebowitz, Oommen and Trempont and Ms. Seshamani
each had restricted stock units with respect to 20,173 shares of Common Stock outstanding. In addition, the following stock options were
outstanding and held by our directors: Mr. Flynn, 104,380; Mr. Huseby, 288,401; Mr. Jarvis, 70,976; and Mr. Trempont, 79,304.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 21, 2023,
by:
| ● | each
person who is the beneficial owner of more than 5% of issued and outstanding shares of our common stock; |
| ● | each
of our current named executive officers and directors; and |
| ● | all
of our executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security, which includes the power to dispose of or to
direct the disposition of the security or the right to acquire such powers within 60 days. In computing the number of shares of our common
stock beneficially owned by a person or entity and the percentage ownership, we deem outstanding shares of our common stock subject to
options and warrants held by that person or entity that are currently exercisable or exercisable within 60 days of April 21, 2023.
We do not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.
Unless
otherwise indicated, and subject to applicable community property laws, we believe that the persons and entities named in the table have
sole voting and investment power with respect to all shares of common stock beneficially owned by them.
The
beneficial ownership of shares of our Common Stock is based on 74,582,992 shares of Common Stock
issued and outstanding as of April 21, 2023.
Name
and Address of Beneficial Owner(1) | |
Number
of shares of Common Stock | | |
% | |
Directors
and Executive Officers(1) | |
| | | |
| | |
Eric
D. Stonestrom(2) | |
| 2,572,378 | | |
| 3.5 | % |
Glenn
Laxdal(3) | |
| 486,184 | | |
| * | |
David
Brant(4) | |
| 1,233,062 | | |
| 1.7 | % |
Henrik
Smith-Petersen(5) | |
| 975,107 | | |
| 1.3 | % |
Uzi
Shalev(6) | |
| 743,276 | | |
| * | |
Bandel
L. Carano(7) | |
| 33,079,557 | | |
| 44.4 | % |
Michael
T. Flynn(8) | |
| 225,326 | | |
| * | |
Thomas
S. Huseby(9) | |
| 564,582 | | |
| * | |
Scot
B. Jarvis(10) | |
| 391,278 | | |
| * | |
Mathew
Oommen | |
| 20,173 | | |
| * | |
Dominique
Trempont(11) | |
| 124,124 | | |
| * | |
Divya
Seshamani | |
| 20,173 | | |
| * | |
Michael
S. Liebowitz(12) | |
| 1,036,568 | | |
| 1.4 | % |
All
Directors and Executive Officers as a Group (14 individuals)(13) | |
| 41,471,788 | | |
| 55.6 | % |
| |
| | | |
| | |
Five
Percent Holders: | |
| | | |
| | |
Oak
Investment Partners(7) | |
| 32,949,384 | | |
| 44.2 | % |
SoftBank
Group Capital Limited(14) | |
| 15,721,957 | | |
| 21.1 | % |
(1) | Unless
otherwise noted, the address of each beneficial owner is c/o Airspan Networks Inc., 777 Yamato
Road, Suite 310, Boca Raton, Florida 33431. |
(2) |
Common
Stock consists of (i) 837,227 shares of Common Stock; (ii) 1,453,192 shares of Common Stock issuable on exercise of options that
are exercisable within 60 days from April 21, 2023, (iii) 279,490 shares of restricted stock units that vest within 60 days from
April 21, 2023 and (iv) 2,469 shares of Common Stock issuable upon exercise of Post-Combination Warrants. |
(3) |
Common
Stock consists of (i) 180,491 shares of Common Stock, (ii) 244,557 shares of Common Stock issuable on exercise of options that are
exercisable within 60 days from April 21, 2023 and (iii) 61,136 restricted stock units that vest within 60 days from April 21, 2023. |
(4) |
Common
Stock consists of (i) 290,419 shares of Common Stock, (ii) 802,649 shares of Common Stock issuable on exercise of options that are
exercisable within 60 days from April 21, 2023, (iii) 139,745 restricted stock units that vest within 60 days from April 21, 2023
and (iv) 249 shares of Common Stock issuable upon exercise of Post-Combination Warrants. |
(5) |
Common
Stock consists of (i) 269,690 shares of Common Stock, (ii) 565,672 shares of Common Stock issuable on exercise of options that are
exercisable within 60 days from April 21, 2023 and (ii) 139,745 restricted stock units that vest within 60 days from April 21, 2023. |
(6) |
Common
Stock consists of (i) 163,722 shares of Common Stock, (ii) 439,809 shares of Common Stock issuable on exercise of options that are
exercisable within 60 days from April 21, 2023 and (iii) 139,745 restricted stock units that vest within 60 days from April 21, 2023. |
(7) |
Common
Stock consists of (i) 28,639,059 shares of Common Stock held by Oak Investment Partners XI, Limited Partnership and Oak Investment
Partners XIII, Limited Partnership (collectively, “Oak Investment Partners”); (ii) 4,310,325 shares of Common Stock issuable
upon exercise of Post-Combination Warrants held by Oak Investment Partners; and (iii) 130,173 shares of Common Stock held by Mr.
Carano. The address of the entities affiliated with Oak Investment Partners is 901 Main Avenue, Suite 600, Norwalk, Connecticut 06851.
Mr. Carano has shared power to vote and dispose of the shares held by Oak Investment Partners. Mr. Carano disclaims beneficial ownership
of the shares held by Oak Investment Partners, except to the extent of his pecuniary interest therein. |
(8) |
Common Stock consists of
(i) 103,282 shares of Common Stock and (ii) 122,044 shares of Common Stock issuable on exercise of options that are exercisable within
60 days from April 21, 2023. |
(9) |
Common Stock consists of
(i) 233,598 shares of Common Stock and (ii) 330,984 shares of Common Stock issuable on exercise of options that are exercisable within
60 days from April 21, 2023. |
(10) |
Common Stock consists of
(i) 20,173 shares of Common Stock and (i) 251,910 shares of Common Stock held by Connis Point Partners, LLC, of which Mr. Jarvis
is the Managing Member, (ii) 38,181 shares of Common Stock issuable upon exercise of Post-Combination Warrants held by Connis Point
Partners, LLC and (iii) 81,014 shares of Common Stock issuable on exercise of options that are exercisable within 60 days from April
21, 2023. The address of Connis Point Partners, LLC is 3825 Issaquah Pine Lake Rd. SE, Sammamish, Washington 98075. |
(11) |
Common Stock consists of
(i) 31,423 shares of Common Stock and (ii) 92,701 shares of Common Stock issuable on exercise of options that are exercisable within
60 days from April 21, 2023. |
(12) |
Common Stock consists of
(i) 896,599 shares of Common Stock and (ii) 139,969 shares of Common Stock issuable upon exercise of Private Placement Warrants. |
(13) |
Consists of a total of
(i) 4,107,272 options exercisable, (ii) 815,983 restricted stock units and (iii) 4,491,193 Warrants. |
(14) |
Includes
1,938,071 shares of Common Stock issuable upon exercise of Post-Combination Warrants. The address of SoftBank Group Capital Limited
is 69 Grosvenor Street, London, W1K 3JP United Kingdom. Shares are subject to the irrevocable proxy and power of attorney dated March 8,
2021, as further described in this proxy statement in the section entitled “Certain Relationships and Related Person Transactions —
Legacy Airspan — Equity Financings — SoftBank.” |
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Airspan
Registration
Rights and Lock-Up Agreement
On
August 13, 2021, the Company, certain stockholders of New Beginnings (the “Sponsor Holders”) and certain stockholders
of Legacy Airspan (collectively with the Sponsor Holders, the “Holders”) entered into that certain Registration Rights and
Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”).
Pursuant
to the terms of the Registration Rights and Lock-Up Agreement, we are obligated to file a shelf registration statement to register the
resale of certain of our securities held by the Holders. In addition, subject to certain requirements and customary conditions, including
with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all
or any portion of their registrable securities in an underwritten offering pursuant to a shelf registration statement so long as (i)
the total offering price is reasonably expected to exceed $50 million or (ii) if such requesting Holder reasonably expects to sell all
of the registerable securities held by such Holder in such underwritten offering pursuant to a shelf registration statement, the total
offering price is reasonably expected to exceed $10 million. The Registration Rights and Lock-Up Agreement also provides the Holders
with “piggy-back” registration rights, subject to certain requirements and customary conditions.
Subject
to certain exceptions, the Registration Rights and Lock-Up Agreement further provided for our securities held by Oak Investment Partners
XI, Limited Partnership, Oak Investment Partners XIII, Limited Partnership, Qualcomm Incorporated, Reliance Jio Infocomm USA Inc. (“Reliance”)
and SoftBank Group Capital Limited (“SoftBank”) to be locked-up for a period of six months following the Closing, while the
shares of Common Stock initially purchased by the Sponsor
in a private placement in September 2020 (the “Founder Shares”) held by the Sponsor
will be locked-up for a period of one year following the Closing, in each case subject to earlier release upon (i) the date on which
the last reported sale price of our Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading
period or (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the Closing
that results in all of our stockholders having the right to exchange their shares of our Common Stock for cash, securities or other property.
The
Registration Rights and Lock-Up Agreement also provided that the Private Placement Warrants and shares of Common Stock underlying the
Private Placement Units, along with any shares of Common Stock underlying the Private Placement Warrants, were locked-up for a period
of 30 days following the Closing so long as such securities were held by the initial purchasers of the Private Placement Units or their
permitted transferees.
Stockholders
Agreement
On
August 13, 2021, the Company, the Sponsor and certain stockholders of Legacy Airspan entered into the Stockholders Agreement, which
provides, among other things, that, from and after the Closing and until such time as the Sponsor beneficially owns less than 1,535,000
shares of our Common Stock, the Sponsor will have the right to nominate a director (the “Sponsor Director”), who is initially
Michael Liebowitz. The Stockholders Agreement also provides that for so long as the Sponsor Director is an independent director, the
Sponsor Director will be appointed to, and serve on, the nominating and corporate governance committee of the Board (or, if there is
no nominating and corporate governance committee of the Board, such other committee of the Board that is primarily responsible for nominating
and corporate governance matters).
Amended
Credit Agreement
At
Closing, on August 13, 2021, the Company, Legacy Airspan and certain of its subsidiaries who are party to the Fortress Credit Agreement
entered into the August 2021 Fortress Amendment with Fortress to, among other things, add the Company as a guarantor, recognize
and account for the Business Combination, recognize and account for the Convertible Notes and provide updated procedures for replacement
of LIBOR. On March 29, 2022, the Company, Legacy
Airspan and certain of its subsidiaries who are party to the Fortress Credit Agreement entered into the March 2022 Fortress Credit
Amendment to, among other things, amend the financial covenants included in the Fortress Credit Agreement. On November 14, 2022,
the Company, Legacy Airspan and certain of our subsidiaries who are party to the Fortress Credit Agreement entered into the November 2022
Fortress Credit Amendment to, among other things, effect a limited waiver of certain events of default under the Fortress Credit Agreement.
SoftBank has an indirect, non-controlling beneficial interest in Fortress, which is the agent and principal lender under the Fortress
Credit Agreement. At December 31, 2022, there was approximately $44.1 million aggregate principal amount of indebtedness outstanding
under the Fortress Credit Agreement, which is the largest aggregate principal amount outstanding
during the year ended December 31, 2022. During the year ended December 31, 2022, we paid approximately $2.6 million in interest
and $5.3 million of principal under the Fortress Credit Agreement.
The
Fortress Credit Agreement has a maturity date of December 30, 2024. Under the Fortress Credit Agreement, the initial term loan (“Tranche
1”) total commitment of $34.0 million and a term loan (“PIK” or “Paid-in-Kind”) commitment of $10.0 million
(“Tranche 2”) were both funded to Legacy Airspan on December 30, 2020. Under the terms of the Fortress Credit Agreement,
we may expand the term loan commitment by $20.0 million, subject to the terms of the Fortress Credit Agreement. The Fortress Credit Agreement
contains a prepayment premium of 5.0% if the prepayment occurs during the period from December 30, 2021 through December 29,
2022, and 3.0% if the prepayment occurs during the period from December 30, 2022 through December 29, 2023. The Fortress Credit
Agreement also contains a prohibition on prepayment during the period from December 30, 2020 through December 29, 2021 and
a related fee in the amount of the make-whole amount of interest that would have been payable had such prepayment not been made.
To
secure its obligations under the Fortress Credit Agreement, Fortress was assigned PWB’s security interest under the PWB Facility
and we granted Fortress, as security for the obligations, a security interest in (a) all of the real, personal and mixed property in
which liens are granted or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all
products, proceeds, rents and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing
whether now owned or existing, in each case excluding certain excluded assets.
The
Fortress Credit Agreement contains representations and warranties, events of default and affirmative and negative covenants, which include,
among other things, certain restrictions on the ability to pay dividends, create liens, incur additional indebtedness, make investments,
dispose of assets, consummate business combinations (except for permitted investments, as defined in the Fortress Credit Agreement),
and make distributions. In addition, financial covenants apply. Prior to the March 2022 Fortress Credit Amendment, these financial
covenants included (a) minimum liquidity of $4.0 million as of December 31, 2020 and $5.0 million thereafter, (b) minimum last twelve-month
revenue and (c) minimum last twelve-month EBITDA. Pursuant to the March 2022 Fortress Credit Amendment, the financial covenants
included in the Fortress Credit Agreement were amended to increase the minimum liquidity requirement to an amount between $15.0 million
and $20.0 million, depending on EBITDA performance levels and whether a default or event of default exists under the Fortress Credit
Agreement, and decrease the minimum last twelve-month revenue and EBITDA requirements. Revenue and EBITDA financial covenants are tested
quarterly.
The
interest rate for Tranche 1 is based on the level of our Net EBITDA Leverage Ratio. The initial applicable rate for Tranche 1 is set
at Level V (see table below). After the initial applicable rate period, the relevant rate is as follows for Tranche 1:
Level |
|
Net
EBITDA
Leverage Ratio |
|
Base
Rate Loan |
|
LIBOR
Loan |
Level I |
|
Less than or equal to 2.00:1.00 |
|
The applicable rate is
the Base Rate plus 6.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 0.50% |
|
The applicable rate is
LIBOR plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% |
|
|
|
|
|
|
|
Level II |
|
Less than or equal to 3.00:1.00
but greater than 2.00:1.00 |
|
The applicable rate is
the Base Rate plus 7.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 1.50% |
|
The applicable rate is
LIBOR plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% |
|
|
|
|
|
|
|
Level III |
|
Less than or equal to 4.00:1.00
but greater than 3.00:1.00 |
|
The applicable rate is
the Base Rate plus 8.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 2.50% |
|
The applicable rate is
LIBOR plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% |
|
|
|
|
|
|
|
Level IV |
|
Less than or equal to 5.00:1.00
but greater than 4.00:1.00 |
|
The applicable rate is
the Base Rate plus 9.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 3.50% |
|
The applicable rate is
LIBOR plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% |
|
|
|
|
|
|
|
Level V |
|
Greater than 5.00:1.00 |
|
The applicable rate is
the Base Rate plus 10.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 4.50% |
|
The applicable rate is
LIBOR plus 11.00% per annum, of which the Margin Cash Component is 5.50% and the Margin PIK Component is 5.50% |
Interest
with respect to Tranche 1 is payable monthly in accordance with the Cash Component/PIK Component split described in the foregoing table.
With respect to Tranche 2, the relevant applicable rate is 5.0% as of December 31, 2022, and is payable monthly as interest paid
in kind.
Convertible
Notes
Immediately
prior to Closing, on August 13, 2021, we issued $50,000,000 aggregate principal amount of Convertible Notes under the Convertible
Note Purchase Agreement. At Closing, Legacy Airspan and certain of its subsidiaries who are party to the Fortress Credit Agreement entered
into a joinder agreement to add Legacy Airspan and such subsidiaries as guarantors under the Convertible Note Purchase Agreement and
to reaffirm the obligations and security intended to be granted thereby. On March 29, 2022, we and certain of our subsidiaries who
are party to the Convertible Note Purchase Agreement entered into the March 2022 Fortress Convertible Note Agreement Amendment to,
among other things, amend the financial covenants included in the Convertible Note Purchase Agreement, the conversion price of the Convertible
Notes and the optional redemption provisions of the Convertible Notes. SoftBank has an indirect, non-controlling beneficial interest
in Fortress, which is the collateral agent and trustee under the Convertible Note Purchase Agreement and the Convertible Notes. SoftBank
has an indirect, non-controlling beneficial interest in each holder of Convertible Notes.
The
Convertible Notes bear interest at the Base Rate, payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year, beginning on September 30, 2021. Under certain circumstances, a default interest will apply following
an event of default under the Convertible Notes at a per annum rate equal to the lower of (i) the Base Rate plus 3.75% and (ii) the maximum
amount permitted by law. The Convertible Notes mature on December 30, 2024, unless earlier accelerated, converted, redeemed or repurchased.
The Convertible Notes are secured by substantially all of our assets and a pledge of the capital stock of our subsidiaries.
Prior
to the March 2022 Fortress Convertible Note Agreement Amendment, each Convertible Note, together with all accrued but unpaid interest
thereon, was convertible, in whole or in part, at the option of the holder thereof, at any time prior to the payment in full of the principal
amount thereof (together with all accrued but unpaid interest thereon), into shares of our Common Stock at a conversion price equal to
$12.50 per share. Pursuant to the March 2022 Fortress Convertible Note Agreement Amendment, the conversion price with respect to
the Convertible Notes was decreased to $8.00 per share. The conversion price with respect to the Convertible Notes is subject to adjustment
to reflect stock splits and subdivisions, stock and other dividends and distributions, recapitalizations, reclassifications, combinations
and other similar changes in capital structure. The conversion price with respect to the Convertible Notes is subject to a broad-based
weighted average anti-dilution adjustment in the event we issue, or are deemed to have issued, shares of our Common Stock, other than
certain excepted issuances, at a price below the conversion price then in effect. In addition, pursuant to the March 2022 Fortress
Convertible Note Agreement Amendment, if, during the period commencing on and including the date of the March 2022 Fortress Convertible
Note Agreement Amendment and ending on and including the 15-month anniversary of the date of the March 2022 Fortress Convertible
Note Agreement Amendment, there is no 30 consecutive trading day-period during which the average of the Daily VWAPs for such 30 consecutive
trading day-period (after excluding the three highest and three lowest Daily VWAPs during such period) equals or exceeds $10.00 (as adjusted
for stock splits, stock combinations, dividends, distributions, reorganizations, recapitalizations and the like), the conversion price
with respect to the Convertible Notes will be reduced to the amount that such conversion price would otherwise have been had the conversion
price with respect to the Convertible Notes been $6.00 on the date of the March 2022 Fortress Convertible Note Agreement Amendment.
Notwithstanding the above, the number of shares of our Common Stock that may be acquired by a holder upon any conversion of a Convertible
Note will be limited to the extent necessary to insure that, following such conversion, the total number of shares of our Common Stock
then beneficially owned by that holder and its affiliates and any other person whose beneficial ownership of our Common Stock would be
aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act does not exceed 4.999% of the total number
of issued and outstanding shares of our Common Stock (including the shares of our Common Stock issuable upon such conversion).
Upon
the occurrence of a change of control, or if our Common Stock or other securities into which the Convertible Notes are then convertible
cease to be listed for trading on a U.S. national securities exchange, in each case, prior to the maturity date of the Convertible Notes,
a holder of Convertible Notes will have the right, at its option, to require us to repurchase for cash all or a portion of the holder’s
Convertible Notes at a repurchase price equal to the sum of (i) all of the principal to be repurchased, (ii) any accrued and unpaid interest
thereon through the date of repurchase, and (iii) any applicable make-whole amount. In addition, a future voluntary prepayment of our
senior secured debt under the Fortress Credit Agreement will grant a holder of Convertible Notes the right, at its option, to require
us to repurchase for cash a proportionate amount of the holder’s Convertible Notes at a repurchase price equal to the sum of (a)
the principal to be repurchased, (b) any accrued and unpaid interest thereon to the date of repurchase, and (c) any applicable make-whole
amount. In the event certain other events occur or conditions exist, including the issuance of certain Indebtedness (as defined in the
Convertible Note Purchase Agreement), certain asset dispositions, and certain issuances of equity, a holder of Convertible Notes will
have the right, at its option, to require us to repurchase for cash a portion of the holder’s Convertible Notes at a repurchase
price equal to the sum of (x) the principal to be repurchased, (y) any accrued and unpaid interest thereon to the date of repurchase,
and (z) any applicable make-whole amount. In the event certain cash flow thresholds are exceeded or certain proceeds of condemnation
or insurance are received and not reinvested, a holder of Convertible Notes will have the right, at its option, to require us to repurchase
for cash a portion of the holder’s Convertible Notes at a repurchase price equal to the sum of (A) all of the principal to be repurchased,
and (B) any accrued and unpaid interest thereon to or through, as applicable, the date of repurchase.
The
Convertible Notes will not be redeemable by us prior to the second anniversary of the issuance of the Convertible Notes. On or after
such second anniversary, the Convertible Notes will be redeemable, in whole or in part, by us for cash, shares of our Common Stock or
any combination thereof, at our option, if the last reported sale price of our Common Stock has been at least 130% of the “triggering
price” then in effect for the 30 consecutive trading days ending on, and including, the trading day immediately preceding the date
on which we provide notice of redemption to the holders of Convertible Notes at a redemption price equal to (i) all of the principal
to be redeemed, (ii) any accrued and unpaid interest thereon through the date of redemption, and (iii) any applicable make-whole amount.
The current “triggering price” is $12.50 per share, which triggering price is subject to adjustment in the same manner and
at the same times as the conversion price with respect to the Convertible Notes is adjusted pursuant to the terms of the Convertible
Notes, except that no adjustment will be made to the triggering price in connection with the Stock Threshold Reduction.
The
terms of the Convertible Notes and the Convertible Note Purchase Agreement contain representations and warranties, events of default
and affirmative and negative covenants, which include, among other things, certain restrictions on the ability to pay dividends, create
liens, incur additional indebtedness, make investments, dispose of assets, consummate business combinations (except for permitted investments,
as defined in the Convertible Note Purchase Agreement), and make distributions. In addition, financial covenants apply. Prior to the
March 2022 Convertible Note Agreement Amendment, these financial covenants included (a) minimum liquidity of $5.0 million, (b) minimum
last twelve-month revenue and (c) minimum last twelve-month EBITDA and certain other expenses including non-cash stock compensation,
non-recurring costs in connection with the loan and Convertible Notes documentation and the Business Combination, warrant liabilities,
and other noncash amortization expenses, in each case, determined in accordance with GAAP. Pursuant to the March 2022 Convertible
Note Agreement Amendment, the financial covenants included in the Convertible Note Purchase Agreement were amended to increase the minimum
liquidity requirement to an amount between $15.0 million and $20.0 million, depending on EBITDA performance levels and whether a default
or event of default exists under the Convertible Note Purchase Agreement, and decrease the minimum last twelve-month revenue and EBITDA
requirements. Revenue and EBITDA financial covenants are tested quarterly. The Convertible Notes are pari passu in right of payment
and lien priority and are secured by a security interest in (a) all of the real, personal and mixed property in which liens are granted
or purported to be granted pursuant to any of the collateral documents as security for the obligations, (b) all products, proceeds, rents
and profits of such property, (c) all of each loan party’s book and records and (d) all of the foregoing whether now owned or existing,
in each case excluding certain excluded assets.
During
the year ended December 31, 2022, we paid approximately $3.5 million in interest and no principal under the Convertible Notes.
Indemnification
Agreements
We
have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided
for in the Certificate of Incorporation and our Bylaws. These agreements, among other things, require us to indemnify our directors and
executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director
or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a
director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that
these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The
limitation of liability and indemnification provisions in the Certificate of Incorporation and our Bylaws may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative
litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s
investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.
Prior
to the Closing, Legacy Airspan and New Beginnings had also entered into customary indemnification agreements with all of their respective
directors and executive officers.
Legacy
Airspan
Investment
Private Placement
Contemporaneously
with the execution of the Business Combination Agreement, certain investors entered into certain subscription agreements, pursuant to
which such investors agreed to subscribe for and purchase shares of Common Stock at a purchase price of $10.00 per share in a transaction
to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”). SoftBank and Oak Investment
Partners (“Oak”), each of whom, at the time of the subscription agreements, beneficially owned more than 5% of the issued
and outstanding Legacy Airspan Common Stock, on a fully-converted basis, agreed to invest in the PIPE. The investments in the PIPE closed
on August 13, 2021. In addition, Bandel Carano, the general partner of Oak, and Scot Jarvis and Thomas Huseby, venture partners
of Oak, were members of the Legacy Airspan board of directors prior to Closing and are current members of our Board.
Equity
Financings
Series
H Senior Preferred Stock Financing
From
December 14, 2020 to February 2, 2021, Legacy Airspan sold an aggregate of 181,294 shares of its Series H Senior Preferred
Stock at a purchase price of $61.50 per share, for an aggregate purchase price of $11,149,581, pursuant to its Series H Senior Preferred
Stock financing.
The
following table summarizes purchases of Legacy Airspan’s Series H Senior Preferred Stock by related persons and their affiliated
entities. None of Legacy Airspan’s executive officers purchased shares of its Series H Senior Preferred Stock.
Stockholder | |
Shares of Legacy Airspan Series H Senior Preferred Stock | | |
Total Purchase Price | |
Oak Investment Partners XIII, Limited Partnership(1) | |
| 56,910 | | |
$ | 3,499,965 | |
Qualcomm Incorporated(2) | |
| 12,194 | | |
$ | 749,931 | |
Connis Point Partners, LLC(3) | |
| 4,066 | | |
$ | 250,059 | |
New Enterprise Associates 14, L.P.(4) | |
| 29,594 | | |
$ | 1,820,031 | |
NEA 15 Opportunity Fund, L.P.(4) | |
| 2,928 | | |
$ | 180,072 | |
SoftBank Group Capital Limited(5) | |
| 48,780 | | |
$ | 2,999,970 | |
| (1) | Bandel
Carano, a member of Legacy Airspan’s board of directors at the time of the investment and current member of our Board, is general
partner of Oak. Scot Jarvis and Thomas Huseby, members of Legacy Airspan’s board of directors at the time of the investment and
current members of our Board, are venture partners in Oak. |
| (2) | Quinn
Li, a member of Legacy Airspan’s board of directors at the time of the investment, is affiliated with Qualcomm. |
| (3) | Scot
Jarvis, a member of Legacy Airspan’s board of directors at the time of the investment and a current member of our Board is an affiliate
of Connis Point Partners, LLC. |
| (4) | NEA
is a former stockholder of Mimosa and, prior to the Closing, held 234,856 shares of Legacy Airspan’s Class B common stock. |
| (5) | SoftBank
is our subordinated lender and has an indirect, non-controlling beneficial interest in Fortress, which is the agent and principal lender
under the Fortress Credit Agreement and the collateral agent and trustee under the Convertible Note Purchase Agreement and the Convertible
Notes, and also has an indirect, non-controlling beneficial interest in each Convertible Notes Purchaser. |
SoftBank
On
October 1, 2015, Legacy Airspan issued a warrant to SoftBank to purchase shares of Legacy Airspan’s Series D Preferred Stock,
par value $0.0001 per share, which was amended by Amendment No. 1, dated February 3, 2016, Amendment No. 2, dated July 1, 2016
and Amendment No. 3, dated July 3, 2017 (the “SoftBank Warrant”). In connection with the Business Combination, on March 8,
2021, concurrently with the execution of the Business Combination Agreement, SoftBank and New Beginnings entered into the an irrevocable
proxy agreement (the “Proxy Agreement”), pursuant to which, among other things, SoftBank granted to the proxyholder named
therein an irrevocable proxy and power of attorney with respect to any shares of Common Stock held by SoftBank representing in excess
of 9.90% of our voting power in any applicable vote, consent, election, waiver or other action of our stockholders (the “Subject
Shares”). Pursuant to the Proxy Agreement the proxyholder named in the Proxy Agreement will vote the Subject Shares in the same
manner and proportion as all other shares of stock entitled or eligible to vote on the applicable matter, excluding any shares of stock
held by SoftBank and its affiliates. As consideration for, among other things, SoftBank’s cooperation with, participation in, and
consent to the Business Combination and the entry into the Proxy Agreement, Legacy Airspan and SoftBank agreed to amend and restate the
SoftBank Warrant to, among other things, (i) reduce the purchase price to $45.9875 per share and (ii) provide for the automatic net exercise
of the warrant upon the completion of the Business Combination.
As
further described above under “Certain Relationships and Related Person Transactions — Airspan — Amended Credit
Agreement” and “Certain Relationships and Related Person Transactions — Airspan — Convertible Notes,”
SoftBank has an indirect, non-controlling beneficial interest in Fortress, which is the agent and principal lender under the Fortress
Credit Agreement and the collateral agent and trustee under the Convertible Note Purchase Agreement and the Convertible Notes, and also
has an indirect, non-controlling beneficial interest in each Convertible Notes Purchaser.
SoftBank
is a subordinated lender to Legacy Airspan under the term loan agreement, dated February 9, 2016, as amended by amendments thereto,
including Amendment No. 5 thereto dated as of December 30, 2020 (the “SoftBank Working Capital Agreement”). At December 31,
2022, there was approximately $41.5 million aggregate principal amount of indebtedness outstanding under the SoftBank Working Capital
Agreement. The SoftBank Working Capital Agreement bears interest at a rate of 9% per annum. Since January 1, 2021, we have paid
no principal and have accrued, but not yet paid any interest, under the SoftBank Working Capital Agreement.
We
derived approximately $0.2 million in revenue from sales of products and services to SoftBank from January 1, 2022 through December 31,
2022.
Pendrell
Corporation (“Pendrell”)
Pendrell
is a lender under the Fortress Credit Agreement and through affiliates, prior to Closing, held warrants to purchase an aggregate of 8,130
shares of Legacy Airspan’s Series H Senior Preferred Stock at a price of $61.50 per share expiring on December 30, 2025. Prior
to the Closing, Pendrell also owned an aggregate of 16,260 shares of Legacy Airspan’s Series H Senior Preferred Stock.
Reliance
We
are a supplier of products to Reliance. Reliance has accounted for approximately $26.8 million of our revenues between January 1,
2022 through December 31, 2022. Prior to the Closing, Reliance held an aggregate of 162,602 shares of Legacy Airspan’s Series
D Preferred Stock.
Mr.
Mathew Oommen, our director, is affiliated with Reliance.
Foxconn
Technology Group (“Foxconn”)
Foxconn
is our principal manufacturing supplier and has extensive commercial relationships with our company. In the period from January 1,
2022 to December 31, 2022, we paid Foxconn approximately $60.0 million. Prior to Closing, Foxconn affiliated entities held an aggregate
of 96,699 shares of Legacy Airspan’s Series E Senior Preferred Stock (held by ICREATE Investments Limited) and 113,821 shares of
Legacy Airspan’s Series G Senior Preferred Stock (held by Fii USA Inc.).
New
Beginnings
In
September 2020, the Sponsor purchased 2,156,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.012
per share. On October 20, 2020, New Beginnings effected a stock dividend resulting in the Sponsor holding 2,875,000 Founder Shares,
representing an adjusted purchase price of approximately $0.009 per share. The Founder Shares, after giving effect to the stock dividend,
included an aggregate of up to 375,000 shares of Common Stock subject to forfeiture if the over-allotment option with respect to the
IPO was not exercised by the underwriters in full. In connection with the underwriters’ full exercise of their over-allotment option
in November 2020, the 375,000 shares were no longer subject to forfeiture.
The
Sponsor has agreed not to transfer, assign or sell its Founder Shares until the earlier of (i) one year after the date of the consummation
of the Business Combination or (ii) the date on which the closing price of our shares of Common Stock equals or exceeds $12.50 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing after the Business Combination, or earlier, in either case, if, subsequent to the Business Combination, we consummate
a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property.
In
September 2020, New Beginnings issued an unsecured promissory note to the Sponsor, pursuant to which New Beginnings could borrow
up to an aggregate principal amount of $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing,
unsecured and due at the earlier of December 31, 2020 or the closing of the IPO. The loan would be repaid upon the closing of the
IPO out of the offering proceeds not held in New Beginnings’ trust account. On November 2, 2020, New Beginnings repaid $120,000
to the Sponsor.
Contemporaneously
with the execution of the Business Combination Agreement, on March 8, 2021, the Sponsor entered into a Sponsor Support Agreement
with Legacy Airspan and New Beginnings (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other
things, subject to the terms and conditions of the Sponsor Support Agreement, (a) to forfeit 125,000 shares of our Common Stock held
by the Sponsor immediately prior to the Closing, (b) to vote all shares of Common Stock held by the Sponsor at such time in favor of
the approval and adoption of the Business Combination Agreement and approval of the Business Combination and the other related proposals,
(c) to abstain from exercising any redemption rights with respect to any shares of Common Stock held by Sponsor and (d) that it would
not transfer any of the shares of Common Stock held by the Sponsor or otherwise agree to transfer such shares, except pursuant to the
Sponsor Support Agreement. The Sponsor Support Agreement terminated at the Closing.
Related
Party Transactions Policies
Our
Code of Business Conduct and Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual
or potential conflicts of interests, except under guidelines approved by our Board (or the Audit Committee). A conflict of interest situation
can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of
his or her position.
Our
Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. The Audit Committee will consider all relevant factors when determining whether to approve a related
party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available
from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the
transaction. No director may participate in the approval of any transaction in which he or she is a related party, but that director
is required to provide the Audit Committee with all material information concerning the transaction. We also require each of our directors
and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party
transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
REPORT
OF THE AUDIT COMMITTEE
The
Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company as of and for the fiscal year
ended December 31, 2022 with management. The Audit Committee has also discussed with Grant Thornton, the Company’s independent
registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting
Oversight Board (“PCAOB”) and the SEC.
The
Audit Committee received both the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB
regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton
its independence.
Based
on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial
statements of the Company as of and for the fiscal year ended December 31, 2022 be included in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022.
Members
of the Audit Committee
Dominique
Trempont (Chair)
Michael Liebowitz
Divya Seshamani
The
foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, and will not
be deemed to be incorporated by reference into a document filed under the Securities Act or the Exchange Act, except to the extent that
the Company specifically incorporates it by reference.
PROPOSAL
TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee has appointed Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31,
2023. Although neither our Certificate of Incorporation nor our Bylaws, nor applicable law, requires stockholder ratification of the
appointment of Grant Thornton, our Board believes that our stockholders should be given the opportunity to express their views on the
subject. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Grant Thornton. Even
if the appointment of Grant Thornton is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the
Company and its stockholders. Representatives of Grant Thornton are expected to be present at the Annual Meeting and will have the opportunity
to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our stockholders. Grant
Thornton has served as our independent registered accounting firm since 2005, inclusive of serving as Legacy Airspan’s independent
registered public accounting firm prior to the Business Combination.
As
previously disclosed in our filings with the SEC, on August 13, 2021, the Audit Committee approved the engagement of Grant Thornton
as our independent registered public accounting firm to audit our consolidated financial statements as of and for the fiscal year ended
December 31, 2021. Grant Thornton served as the independent registered public accounting firm of Legacy Airspan prior to the Business
Combination. Accordingly, Marcum LLP (“Marcum”), New Beginnings’ independent registered public accounting firm prior
to the Business Combination, was informed that it would be replaced by Grant Thornton as our independent registered public accounting
firm following the consummation of the Business Combination on August 13, 2021. Representatives of Marcum will not be present at
the Annual Meeting.
Marcum’s
report on New Beginnings’ financial statements as of December 31, 2020 and the related statements of operations, changes in
stockholders’ equity and cash flows for the period from August 20, 2020 (inception) through December 31, 2020 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, but the report was modified to contain an explanatory paragraph indicating correction of misstatements.
During
the interim period from January 1, 2021 through August 13, 2021 (the “Relevant Period”) there were no disagreements,
as the term is defined in Item 304(a)(1)(iv) and the related instructions of Regulation S-K, promulgated by the SEC pursuant to
the Exchange Act, with Marcum on any matter of accounting principles or practices, financial statement disclosures or audited scope or
procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject
matter of the disagreement in connection with its report on New Beginnings’ financial statements.
During
the Relevant Period, there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K
promulgated by the SEC pursuant to the Exchange Act, except that in connection with New Beginnings’ internal control over financial
reporting there was a material weakness. Management identified a specific deficiency related to controls over proper classification of
certain warrants that New Beginnings issued with its initial public offering and private placement that constituted a material weakness
in New Beginnings’ internal controls over financial reporting as of December 31, 2020. We did not maintain effective internal
controls related to the proper classification and accounting of warrants that were a part of IPO and private placement during the period
from August 20, 2020 (inception) through December 31, 2020. This material weakness resulted in material misstatements and audit
adjustments to warrant liability, common stock subject to possible redemption, common stock, additional paid-in capital, accumulated
deficiency, warrant issuance costs and change in fair value of warrants to the consolidated financial statements for the period from
August 20, 2020 (inception) through December 31, 2020.
During
the Relevant Period, neither we, nor (to our knowledge) anyone acting on our behalf consulted with Grant Thornton with respect to either
(i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that
might be rendered on our financial statements, and no written report or oral advice was provided to us by Grant Thornton that Grant Thornton
concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation
S-K, promulgated by the SEC pursuant to the Exchange Act, and the related instructions to Item 304 of Regulation S-K, promulgated
by the SEC pursuant to the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K,
promulgated by the SEC pursuant to the Exchange Act.
We
have provided Marcum with a copy of the foregoing disclosures and have requested that Marcum furnish us with a letter addressed to the
SEC stating whether it agrees with the statements made by us in response to Item 304(a) of Regulation S-K, promulgated by the SEC
pursuant to the Exchange Act, and, if not, stating the respects in which it does not agree. A letter from Marcum is attached as Exhibit
16.1 to our Current Report on Form 8-K, filed with the SEC on August 19, 2021.
Required
Vote
The
ratification of the appointment of Grant Thornton requires the affirmative vote of a majority in voting power of the votes cast on this
proposal. For this purpose, “votes cast” means all votes cast in favor of or against this proposal by the stockholders present
in person or represented by proxy at the Annual Meeting and entitled to vote thereon, provided a quorum is present, but will not include
abstentions or broker non-votes. Accordingly, if you “ABSTAIN” from voting with respect to this proposal, it will have no
effect on the vote for this proposal. Similarly, broker non-votes will also have no effect on the vote for this proposal.
Board
Recommendation
Our
Board unanimously recommends that you vote “FOR” the ratification of the appointment of Grant Thornton as our independent
registered public accounting firm for the fiscal year ending December 31, 2023.
Principal
Accounting Fees and Services
The
aggregate fees billed by Grant Thornton LLP for professional services rendered to us for the years ended December 31, 2022 and 2021
are set forth in the table below.
| |
For the Fiscal Years Ended December 31, | |
| |
2022 | | |
2021 | |
Audit Fees(1) | |
$ | 737,639 | | |
$ | 1,024,840 | |
Audit-Related Fees(2) | |
| - | | |
| - | |
Tax Fees(3) | |
| - | | |
| - | |
All Other Fees(4) | |
| 1,067 | | |
| 5,000 | |
Total | |
$ | 738,706 | | |
$ | 1,029,840 | |
| (1) | Audit
fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, reviews of interim
financial information and services that are normally provided by our independent auditors in connection with statutory and regulatory
filings or engagements. The aggregate fees billed in 2021 include audit services related to the Business Combination. |
| (2) | Audit-related
fees consist of fees that are reasonably related to the performance of the audit or review of our financial statements and are not reported
as audit fees. |
| (3) | Tax
fees consist of fees for professional services rendered for tax compliance, tax advice, and tax planning. |
| (4) | Other
fees consist of fees not otherwise reported as audit fees, audit-related fees or tax fees. |
Pre-Approval
Policy
Our
Audit Committee charter requires the Audit Committee to review and pre-approve all audit services and all permissible non-audit services
to be performed for us by our independent registered public accounting firm, other than non-audit services that are subject to exceptions
to pre-approval available under applicable laws and rules related to immaterial aggregate amounts of services. All services provided
by of our independent registered public accounting firm for the fiscal years ended December 31, 2022 and 2021 were pre-approved
by the Audit Committee.
ADDITIONAL
INFORMATION
Stockholder
Proposals for 2024 Annual Meeting of Stockholders
Stockholders
who intend to have a proposal considered for inclusion in our proxy statement for presentation at our 2024 annual meeting of stockholders
pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to us at our principal executive offices, Airspan Networks
Holdings Inc., 777 Yamato Road, Suite 310, Boca Raton, Florida 33431, Attention: Secretary, no later than December 29, 2023. The
proposal must comply Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals
in company-sponsored proxy materials.
In
addition, our Bylaws establish an advance notice procedure with regard to director nominations and other proposals by stockholders that
are not intended to be included in our proxy statement, but that a stockholder instead wishes to present directly at an annual meeting.
To be properly brought before the 2024 annual meeting of stockholders, a notice of such nomination or proposal must be in writing and
delivered to or mailed and received by our Secretary at our principal executive offices at the address specified above not later than
March 22, 2024, and not before February 21, 2024, unless the date of the 2024 annual meeting of stockholders is more than 30
days before or more than 60 days after the one-year anniversary of the Annual Meeting, in which case such notice must be delivered to
or mailed and received by our Secretary at our principal executive officers at the address specified above not later than the 90th
day prior to the 2024 annual meeting of stockholders or, if later, the 10th day following the day on which public disclosure
of the date of the 2024 annual meeting of stockholders is first made by us. Stockholders are advised to review our Bylaws, which contain
additional requirements with respect to advance notice of director nominations and stockholder proposals.
In
addition to satisfying the requirements of the Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange
Act (the universal proxy rules), stockholders who intend to solicit proxies in support of director nominees other than our Board’s
nominees must also provide written notice to our Secretary that sets forth all the information required by Rule 14a-19(b) of the
Exchange Act. Such notice must be postmarked or transmitted electronically to our Secretary at the Company’s principal executive
offices no later than April 21, 2024.
Other
Matters
Our
Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above. However,
if other matters should properly come before the Annual Meeting, or any adjournment or postponement thereof, it is intended that holders
of the proxies will vote thereon in their discretion.
Solicitation
of Proxies
The
accompanying proxy is solicited by and on behalf of our Board, whose notice of meeting is attached to this proxy statement.
WE
WILL FURNISH, WITHOUT CHARGE, TO EACH PERSON WHOSE PROXY IS BEING SOLICITED AND WHO REPRESENTS THAT, AS OF THE RECORD DATE FOR THE ANNUAL
MEETING, THEY WERE A BENEFICIAL OWNER OF SHARES OF COMMON STOCK ENTITLED TO BE VOTED AT THE ANNUAL MEETING, A COPY OF OUR ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS, UPON WRITTEN REQUEST MADE
TO Airspan Networks Holdings Inc., 777 Yamato Road, SUITE 310, Boca Raton, Florida 33431, Attention: Secretary. ANY EXHIBITS TO SUCH
ANNUAL REPORT ON FORM 10-K WILL ALSO BE PROVIDED UPON WRITTEN REQUEST.
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ELECTRONICALLY, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER
THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE
PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND
WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By
Order of the Board of Directors,
/s/
Eric D. Stonestrom
Eric
D. Stonestrom
Chief Executive Officer and Chairman of the Board
Boca Raton, Florida
April 28,
2023
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