UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the SecuritiesExchange Act of 1934
Amendment No. 1
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TOWERSTREAM CORPORATION
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TOWERSTREAM CORPORATION
55 HAMMARLUND WAY
MIDDLETOWN, RHODE ISLAND 02842
Telephone:(401) 848-5848
To the Stockholders of Towerstream Corporation:
Towerstream Corporation (the “Company”) is mailing to its stockholders this amendment to its 2012 Proxy Statement (“the Amendment”), originally filed with the Securities and Exchange Commission on September 6, 2012 (the “2012 Proxy Statement”). The Amendment clarifies that in order to approve the matters set forth in Proposals 3, 5, and 6, the affirmative vote of a majority of the votes cast at the annual meeting as set forth in the forepart of the 2012 Proxy Statement (and not the affirmative vote of a majority of the shares of Common Stock outstanding on September 4, 2012, the record date, as stated under “Required Vote” in the descriptions of such Proposals which is hereby amended as set forth below) is the required vote necessary for approval of such Proposals. In addition, the Amendment clarifies that the proposed amendment to our Certificate of Incorporation to increase the authorized number of shares of Common Stock (Proposal No. 2) requires the affirmative vote of a majority of the shares of Common Stock outstanding on September 4, 2012, the record date (and not the affirmative vote of a majority of the votes cast at the annual meeting) and is considered by us to be a “routine” matter (rather than a “non-routine” matter). Accordingly, brokers may vote uninstructed shares with respect to Proposal No. 2. Except as described above, no other changes have been made to the 2012 Proxy Statement. This supplemental information should be read in conjunction with the 2012 Proxy Statement.
PROPOSAL NO. 2 - AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK
Required Vote
Approval of the proposal to increase the number of authorized shares of Common Stock by amending the Certificate of Incorporation requires the affirmative vote of a majority of the shares of Common Stock outstanding on September 4, 2012, the record date. Since this proposal is considered by us to be a “routine” matter, brokers may vote uninstructed shares with respect to this proposal.
PROPOSAL NO. 3 - AMENDMENT TO THE 2007 INCENTIVE STOCK PLAN
Required Vote
Approval of the proposal to increase the number of shares of Common Stock reserved for issuance requires the affirmative vote of a majority of the votes cast at the annual meeting.
PROPOSAL NO. 5 - NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF EXECUTIVE OFFICERS
Required Vote
Approval for the proposal requires the affirmative vote of a majority of the votes cast at the annual meeting.
PROPOSAL NO. 6 – NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION
Required Vote
Approval for the proposal requires the affirmative vote of a majority of the votes cast at the annual meeting.
Dated: October 16, 2012 | By Order of the Board of Directors
Chairman |