UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

March 17, 2011
Date of Report (Date of earliest event reported)

CLEARWIRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-34196 (Commission File Number)		56-2408571 (IRS Employer Identification No.)

4400 Carillon Point, Kirkland, WA (Address of principal executive offices)		98033 (Zip Code)

Registrant’s telephone number, including area code: (425) 216-7600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 3.01.		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On March 17, 2011, Clearwire Corporation (the “Company”) officially notified Nasdaq that John Stanton had resigned from the Company’s Audit Committee and that, as a result, there was a vacancy on the Audit Committee. Mr. Stanton resigned from the Audit Committee due to his assumption of the responsibilities of the Company’s principal executive officer on an interim basis. On March 18, 2011, the Company received a letter from Nasdaq confirming the Company was not in compliance with Listing Rule 5605, which requires the Audit Committee to be composed of at least three members. Consistent with Listing Rule 5605(c)(4), Nasdaq indicated it will provide the Company a cure period to fulfill the Audit Committee requirements, and such cure period will last until September 6, 2011. The Company fully expects to fill the Audit Committee vacancy within the time limit of the cure period.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.