Due Diligence Capital Notes

Most investors in AST SpaceMobile own Class A shares and think of themselves as genuine stakeholders. They are — but in a specific, limited sense. On June 12, 2026, the company held its Annual Meeting of Stockholders at the Midland International Air & Space Port in Midland, Texas, and every item on the ballot passed with comfortable margins. Directors were re-elected. KPMG was ratified as auditor. Executive pay received a thumbs up. Routine stuff, right?

Annual meetings are where corporate governance structure becomes visible in the actual vote tallies. The numbers filed in ASTS's Form 8-K on June 15, 2026 tell a story that every ASTS shareholder should read carefully: regardless of what public investors vote, the people who built this company hold structural control that no proxy campaign can easily dislodge. That is not necessarily a disqualifying fact — plenty of great businesses operate under founder-controlled share structures — but it is a fact, and it deserves clear-eyed analysis before the next capital raise.

The Mechanics of Multi-Class Voting

A multi-class share structure is when a company issues more than one type of common stock, each carrying different voting rights. The familiar dual-class model gives founders a second class of shares worth ten votes each while public investors hold single-vote shares — Google's parent Alphabet, Meta, and Snap all use some version of this. Founders retain operational control even as they sell economic stakes to the public.

AST SpaceMobile goes one step further with three classes of common stock: Class A, Class B, and Class C. Class A and Class B shares each carry one vote per share. Class C shares carry ten votes per share.

The distinction between Class B and Class C matters for technical corporate reasons, but the punchline for public investors is simple. When the company reports that 253,500,110 shares were represented at the June 12 meeting, constituting "87.7% of the total voting power," the word power is doing significant work. That percentage is weighted by vote count — not raw share count. A single Class C holder with 100,001 shares commands more votes than a public investor holding 1,000,000 Class A shares. That asymmetry runs through every ballot item at every annual meeting.

Why Would a Company Structure Voting This Way?

The standard argument — and it is not entirely without merit — is that long-duration, capital-intensive projects need insulation from short-term shareholder pressure. Building a constellation of BlueBird satellites capable of connecting standard smartphones directly to low-Earth orbit is exactly the kind of decade-long bet that can look terrible for several consecutive quarters before it starts to look brilliant. Founders who face a hostile vote every time a launch is delayed struggle to make long-horizon commitments. Voting control preserves that flexibility. The question every public investor has to answer for themselves is whether they trust the founding team enough to accept that trade.

Breaking Down the June 12 Vote

Here is what the numbers looked like across each ballot item, pulled directly from the 8-K filing index:

Director Elections — all 10 nominees re-elected for one-year terms expiring at the 2027 Annual Meeting. The range of "For" votes was wide. Ronald Rubin received the highest support at 873,653,887 votes in favor, while Richard Sarnoff received the highest withheld tally at 20,266,531 — roughly double the withheld count for most other nominees, whose totals clustered in the 9–14 million range. When one director draws meaningfully more opposition than peers, it is worth asking why. The 8-K reports the numbers; it does not explain the discrepancy. Sarnoff's specific committee memberships, prior affiliations, or independence profile are worth digging into if board accountability matters to you.
Broker Non-Votes — 80,999,070 on director elections and executive compensation. A broker non-vote occurs when an investor's broker holds shares in "street name" (the broker is the registered owner, the individual is the beneficial holder) and the investor never sends back voting instructions. Brokers can vote on routine matters like auditor ratification without direction, but they cannot vote on director elections or pay packages. That 81 million non-vote block is large enough to swing any close contest. The 2026 votes were not close — but this pool of disengaged or uncontacted shareholders represents latent influence in any genuinely contested future election.
KPMG Ratification — near-unanimous. KPMG received 955,415,314 votes in favor against only 1,026,633 opposed — approximately a 99.9% approval rate. Auditor ratifications almost always pass, and the numerical magnitude here is partially a function of the multi-class weighting. The meaningful takeaway is simply that there is no credible institutional signal of concern about the audit relationship. KPMG continues as independent auditor for the fiscal year ending December 31, 2026.
Executive Compensation Advisory Vote — approved, with modest opposition. The Say-on-Pay vote is a non-binding advisory vote — meaning the board is under no legal obligation to respond to it, though repeated high opposition levels tend to draw scrutiny from institutional proxy advisors. ASTS received 857,850,351 votes in favor and 17,588,127 against, a roughly 2% opposition rate. That is not alarming in isolation. But non-binding advisory votes at growth companies tend to generate the lowest "against" tallies of any ballot item, because broadly supportive shareholders frequently abstain rather than register formal opposition. Watch this number across future meetings. If it moves toward 20–30%, proxy advisory firms like ISS and Glass Lewis will likely change their recommendations — and institutional investors follow those recommendations.

The 10-Votes-Per-Share Question

Here is the sentence from the 8-K I would underline if this were a printed filing: "Holders of the Company's Class C Common Stock were entitled to 10 votes per share on each of the forgoing proposals."

Work through what this means practically. You own 1,000,000 Class A shares — a substantial position for any individual investor. You cast 1,000,000 votes. An insider holding 100,001 Class C shares casts 1,000,010 votes and outweighs you. That is not a theoretical asymmetry; it is the literal arithmetic of the capital structure.

The company is also still classified as an emerging growth company under SEC rules — a designation available to issuers that have not yet exceeded certain revenue thresholds. This classification comes with reduced disclosure obligations. Specifically, emerging growth companies may elect to exempt themselves from the Sarbanes-Oxley Section 404(b) requirement — the provision requiring an independent auditor to attest to the adequacy of internal controls over financial reporting — and they face reduced executive compensation disclosure standards compared to fully mature public issuers. For a company at ASTS's stage, burning cash while constructing a satellite network, this is arguably defensible. But layered on top of the voting structure, it means public Class A investors are operating with less information and less governance leverage than they would hold at a comparable large-cap issuer.

What Could Break This Thesis

Insider dilution at Class A expense. Satellite deployment is extraordinarily capital-intensive, and ASTS will almost certainly raise additional equity capital. New share issuances that predominantly add to the Class A float dilute public shareholders on both an economic and voting basis, while the relative weight of Class C shares increases. Every future S-3 registration and prospectus filing deserves close reading for its effect on the vote ratio.
The Sarnoff withheld votes as a forward signal. One elevated withheld count in one year is a yellow flag. A pattern across two or three annual meetings is a red one. If the same institutional investors are consistently signaling dissatisfaction with a specific director — particularly one on the audit or compensation committee — it suggests a concern that the 10-votes-per-share structure is suppressing rather than resolving. The 2027 annual meeting will tell us whether this was noise or signal.
The 81 million broker non-votes as an engagement problem. A passive, unengaged shareholder base is less likely to push back when a capital raise, executive compensation revision, or governance amendment disadvantages them. If management ever tables a proposal that is genuinely against Class A interests, the structure that gave them 87.7% quorum participation — weighted by Class C votes — could pass it over substantial nominal headcount opposition from Class A holders who simply did not know what they were voting on.
Emerging growth company status masking internal control weaknesses. For a business whose core asset is a constellation of satellites in low-Earth orbit — physically inaccessible, subject to technical failure, and difficult to independently appraise — the quality of internal financial controls is not a trivial concern. Absent 404(b) attestation, investors are relying more heavily on management's own assessment of those controls than they would be at a comparably sized but fully reporting public company.

Why the Governance Structure Matters as Much as the Satellite Count

Let me be direct about what this post is and is not. It is not an argument that ASTS is a bad business or a poor investment. The underlying technology thesis — connecting standard smartphones to satellites without specialized hardware, at scale, using commercial carrier partnerships — remains one of the more audacious long-duration bets in public markets. If the BlueBird constellation performs at its design specifications and carrier agreements convert into subscription revenue at scale, the business could be genuinely transformative. Nothing that happened on June 12 changed that picture.

What the annual meeting makes visible is the terms of participation. Class A shareholders hold economic exposure to the upside and downside without proportional governance rights. Founders and early insiders who built the company retain effective decision-making authority through Class C shares that count ten times as heavily at every future vote. That arrangement could work out exactly as it did at Amazon and Google, where long-suffering public shareholders eventually received extraordinary returns while founder control prevented the short-termism that might have killed those businesses early. Or it could work out differently. The June 12 filing does not tell you which future you are buying into. It just tells you, clearly and numerically, what role you play in the governance of the company while you wait to find out.