Due Diligence Capital Notes

On June 12, 2026, AST SpaceMobile held its annual shareholder meeting and by every headline metric it was a roaring success: 87.7% of total voting power showed up, all ten director nominees were re-elected, the auditor was ratified with 99.9% of votes in favor, and executive compensation received roughly 98% approval. Most companies would frame this as a textbook demonstration of shareholder alignment.

But once you move past the headline percentages and examine how those votes were weighted, a more nuanced picture emerges — one that every long-term ASTS investor should understand clearly before drawing conclusions about who actually controls the company. Because "87.7% shareholder participation" and "98% approval" mean something very different when not all shares cast the same number of votes.

What Is a Multi-Class Share Structure?

A multi-class share structure is an arrangement in which a company issues different categories of common stock that carry different numbers of votes per share. The practice is common among founder-led technology companies — Alphabet, Meta, Snap, and Lyft all have some version of it. The idea is straightforward: founders who believe they have a long-term vision for a company can retain voting control even after selling significant economic ownership to the public.

AST SpaceMobile uses a tri-class structure — three distinct categories of common stock, each with different voting power:

Class A common stock: the shares most public investors purchase on the open market, carrying 1 vote per share.
Class B common stock: also carrying 1 vote per share, typically held by early institutional insiders.
Class C common stock: carrying 10 votes per share — held by company insiders, including founder and CEO Abel Avellan.

What this means in practice is that even a relatively small number of Class C shares can represent an enormous concentration of voting power. The structure is disclosed in every SEC filing and is entirely legal, but it dramatically changes the interpretation of vote tallies like "98% approval."

Walking Through the June 12 Vote

The specific results are disclosed in the AST SpaceMobile 8-K filed with the SEC on June 15, 2026. Let me walk through each proposal and what the numbers actually reveal.

A total of 253,500,110 shares were represented at the meeting, either in person or by proxy. That constituted 87.7% of the company's total voting power — well above the minimum threshold needed for a quorum (the legally required minimum level of participation for votes to be binding). Critically, note the distinction: 253.5 million shares, but the voting power those shares represent is substantially larger, because each Class C share counts as ten votes. The 8-K is explicit on this point: "Holders of the Company's Class A Common Stock and Class B Common Stock were entitled to one vote per share on each of the forgoing proposals and holders of the Company's Class C Common Stock were entitled to 10 votes per share on each of the forgoing proposals."

Proposal 1 — Director Elections

All 10 nominees were elected for one-year terms expiring at the 2027 Annual Meeting, including founder and CEO Abel Avellan. The vote spread was notable at the margins. Ronald Rubin and Johan Wibergh led the slate with approximately 873,653,887 votes each, while Richard Sarnoff received the lowest support at 855,702,211 — roughly 18 million votes fewer than the top candidates. By any ordinary measure, this is still emphatic support. But a persistent gap, if it grows at future meetings, is the language through which institutional shareholders communicate governance concerns.

There were also 80,999,070 broker non-votes on Proposal 1. A broker non-vote occurs when a brokerage firm holds shares in a customer's account but has received no specific voting instructions, and the proposal is classified as "non-routine" — meaning the broker cannot exercise discretionary authority over those shares. Director elections are always classified as non-routine, so those 81 million shares effectively abstained from the director portion of the meeting.

Proposal 2 — Auditor Ratification

KPMG LLP was ratified as the company's independent auditor for fiscal year ending December 31, 2026. The vote was 955,415,314 in favor and only 1,026,633 against — a margin so decisive it renders the result a formality. Auditor ratifications are classified as routine proposals, meaning brokers can and did vote those discretionary shares without customer instructions. This is why the total vote count on Proposal 2 is actually higher than on Proposal 1 — the 81 million broker non-votes from the director election showed up here, pushing participation higher. As the 8-K states: "The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026."

Proposal 3 — Executive Compensation

The advisory vote on named executive officer compensation — often called a "say on pay" vote — passed 857,850,351 to 17,588,127, which represents approximately 98% approval among votes actually cast, excluding broker non-votes. The word "advisory" is doing real legal work here. This type of vote is explicitly non-binding: the board of directors is required to consider the result but is under no obligation to modify compensation packages based on what shareholders expressed. A 98% approval reading looks like an endorsement, but the mechanism gives shareholders no enforcement lever if they disagree.

What the 10-Vote Structure Really Means

Here is a simplified way to think about voting concentration. Suppose insiders collectively hold 20 million Class C shares. Those 20 million shares generate 200 million votes. A public Class A shareholder would need to accumulate 200 million separate shares to match that bloc. As the company executes equity raises — which ASTS has done and will almost certainly continue doing as it funds satellite manufacturing and launches — new Class A shares flow into the public market. The public float expands; the voting balance does not move in lockstep. Insider control, measured by voting power rather than economic ownership, can remain concentrated even as the shareholder base broadens.

This is not unique to ASTS, and it is not inherently a red flag. Some of the most successful long-term investments in the past two decades — Alphabet, Meta — have operated under identical structures. The implicit argument founders make for multi-class voting is that quarterly market pressures can push companies toward short-termism, and that retaining managerial control enables longer-duration capital allocation decisions. For a company like AST SpaceMobile, which is building a satellite constellation for direct-to-device cellular coverage and operating on a multi-year deployment timeline, that argument has some intuitive force.

But the structure does require a different kind of trust from public shareholders — one placed in the judgment and integrity of the founding team rather than in the corrective mechanisms of majority-rule shareholder democracy.

Emerging Growth Company Status

One additional detail in the 8-K deserves attention. ASTS remains classified as an emerging growth company under both the Securities Act of 1933 and the Securities Exchange Act of 1934. This designation applies to companies with annual gross revenues below $1.235 billion — a threshold ASTS has not yet crossed. What does it mean practically? Emerging growth companies face reduced mandatory disclosure obligations compared to large accelerated filers. They are, for instance, exempt from certain auditor attestation requirements on internal financial controls, and they face lighter executive compensation disclosure standards.

As the BlueBird satellite constellation scales and commercial revenue from telecom partners begins to materialize, the transition out of emerging growth company status will be worth tracking. That shift will bring expanded disclosure requirements and will give investors a more complete view of the company's internal controls at a moment when capital allocation decisions will be growing in size and complexity.

What Could Break This Thesis

Concentrated voting control is a single point of governance failure. If the Class C insider bloc were to pursue capital allocation decisions that diverge from the interests of public Class A shareholders — think dilutive acquisitions, executive compensation packages not tied to operational milestones, or strategic pivots — those shareholders have limited ability to push back through the ballot. The same structure that insulates management from short-term market pressure also insulates it from legitimate long-term accountability.
The say on pay vote is advisory only. Executive compensation received 98% approval, but the board is not legally required to respond to expressed dissatisfaction in future years. As the company builds out its commercial operations team and compensation complexity grows, the gap between board discretion and shareholder influence may matter more.
Richard Sarnoff's lower vote tally could be a leading indicator. An 18 million vote gap below the highest-supported nominees is not alarming in isolation. But if institutional proxy advisory firms like ISS or Glass Lewis begin recommending "withhold" votes against specific directors — typically triggered by governance structure concerns or board independence questions — that gap can expand rapidly. One data point is noise; a trend is a signal.
Emerging growth company status limits financial visibility. ASTS is building capital-intensive infrastructure, and investors are being asked to trust management's internal controls with less third-party verification than they would receive from a fully-reporting large accelerated filer. As the constellation scales and commercial contracts come into focus, the depth of financial disclosures will become increasingly important to underwriting the investment case.

Conclusion

The June 12, 2026 Annual Meeting produced clean, uncontroversial results: ten directors returned to the board, KPMG stays on as auditor, and executive pay received near-unanimous endorsement. By the metrics on the vote tally sheet, this was entirely routine.

What is less routine — and more worth your time as an investor — is what the meeting filing reveals about governance architecture. The tri-class share structure, the non-binding nature of the compensation vote, and the continuing emerging growth company designation together describe a company where insiders retain substantial unilateral authority over strategic direction. That structure can serve patient, long-term shareholders well if management deploys capital wisely as the BlueBird constellation moves from launch to commercial operation. It becomes a liability if it does not. The satellites are the easy part to track. The governance layer — disclosed in filings like this one — is where the harder monitoring work lives.