Iridium Communications Inc. (NASDAQ:IRDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Amended and Restated 2015 Equity Incentive
Plan
As described in Item5.07 below, on May11, 2017, at the 2017
Annual Meeting of Stockholders (the Annual
Meeting) of Iridium Communications Inc. (the
Company), the Companys stockholders
approved the Iridium Communications Inc. Amended and Restated
2015 Equity Incentive Plan (the Amended and
Restated Plan), under
which a maximum of 19,797,991 shares of common stock are reserved
for issuance to stock options and other equity awards, plus
shares underlying outstanding awards granted under the 2009
Iridium Communications Inc. Stock Incentive Plan (the
2009 Plan) and the Iridium
Communications Inc. 2012 Equity Incentive Plan (the
2012 Plan) that may be added to the
Amended and Restated Plans share reserve under its terms. The
Amended and Restated Plan was previously approved, subject to
stockholder approval, by the Compensation Committee of the Board
of Directors (the Board) of the
Company. The Amended and Restated Plan became effective
immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Amended and Restated Plan
is set forth in the Companys definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission
on March30, 2017 (the Proxy Statement)
as Proposal 4, beginning on page 24, and is incorporated herein
by reference. That summary and the foregoing description are
qualified in their entirety by reference to the text of the
Amended and Restated Plan, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The UK Sub-Plan of the Amended and Restated Plan, as well as the
forms of grant notice and award agreements under the Amended and
Restated Plan and the UK Sub-Plan, were previously filed as
Exhibits 10.2 through 10.10 to the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on
May15, 2015.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May11, 2017 in McLean, Virginia.
Of the 97,380,783 shares outstanding as of the record date,
90,779,787 shares, or approximately 93.2%, were present or
represented by proxy at the Annual Meeting. Set forth below are
the results of the matters submitted for a vote of stockholders
at the Annual Meeting.
Proposal 1 Election of Directors
The following twelve (12)directors were elected to serve for
one-year terms until the 2018 Annual Meeting of Stockholders and
until their respective successors are elected and qualified.
|
Name |
Votes For | Votes Withheld | BrokerNon-Votes | |||||||||
|
Robert H. Niehaus |
75,053,396 | 351,088 | 15,375,303 | |||||||||
|
Thomas C. Canfield |
75,037,643 | 366,841 | 15,375,303 | |||||||||
|
Matthew J. Desch |
75,068,826 | 335,658 | 15,375,303 | |||||||||
|
Thomas J. Fitzpatrick |
70,745,329 | 4,659,155 | 15,375,303 | |||||||||
|
Jane L. Harman |
75,037,511 | 366,973 | 15,375,303 | |||||||||
|
Alvin B. Krongard |
74,909,847 | 494,637 | 15,375,303 | |||||||||
|
Admiral Eric T. Olson (Ret.) |
75,046,041 | 358,443 | 15,375,303 | |||||||||
|
Steven B. Pfeiffer |
75,027,635 | 376,849 | 15,375,303 | |||||||||
|
Parker W. Rush |
75,018,803 | 385,681 | 15,375,303 | |||||||||
|
Henrik O. Schliemann |
75,074,876 | 329,608 | 15,375,303 | |||||||||
|
S. Scott Smith |
73,996,475 | 1,408,009 | 15,375,303 | |||||||||
|
Barry J. West |
75,051,991 | 352,493 | 15,375,303 |
Proposal 2 Approval, on an Advisory Basis, of the
Compensation of the Companys Named Executive Officers.
| For | Against | Abstain | BrokerNon-Votes | |||
| 67,779,867 | 7,488,743 | 135,874 | 15,375,303 |
Proposal 3 Indication of the preferred frequency of
stockholder advisory votes on executive compensation.
| EveryYear | Every2Years | Every3Years | Abstain | |||
| 70,898,728 | 99,870 | 4,330,975 | 74,911 |
Proposal 4- Approval of the Companys Amended and Restated
2015 Equity Incentive Plan.
| For | Against | Abstain | BrokerNon-Votes | |||
| 63,645,906 | 11,666,278 | 92,300 | 15,375,303 |
Proposal 5 Ratification of the Appointment of Ernst Young LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December31, 2017.
| For | Against | Abstain | BrokerNon-Votes | |||
| 90,347,562 | 321,027 | 111,198 |
| Item7.01 | Regulation FD Disclosure. |
On May11, 2017, in anticipation of the completion of amendments
to the Companys credit facility, the Board approved the
suspension of cash dividends on each of its 7% Series A
Cumulative Perpetual Convertible Preferred Stock and its 6.75%
Series B Cumulative Perpetual Convertible Preferred Stock, with
such suspension to last for five quarters beginning with the
dividend payments payable on June15, 2017. Further details on the
Companys credit facility and proposed amendments thereto are
discussed in its Form10-Q for the fiscal
quarter ended March31, 2017, as filed with the Securities and
Exchange Commission on April27, 2017.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan. |
About Iridium Communications Inc. (NASDAQ:IRDM)
Iridium Communications Inc. is a satellite communications company that offers mobile voice and data communications services. The Company utilizes mesh architecture to route traffic across its satellite constellation using radio frequency crosslinks between satellites. Its lines of business include land mobile, machine to machine, maritime, aviation and government. Its commercial services include postpaid mobile voice and data satellite communications services; prepaid mobile voice satellite communications services; broadband data services; machine-to-machine services; Iridium push-to-talk service, and other services. It provides services to businesses, the United States and foreign governments, non-governmental organizations and consumers. The Company sells its products and services to customers through a wholesale distribution network of approximately 75 service providers, approximately 200 value-added resellers and over 45 value-added manufacturers. Iridium Communications Inc. (NASDAQ:IRDM) Recent Trading Information
Iridium Communications Inc. (NASDAQ:IRDM) closed its last trading session up +0.20 at 10.40 with 532,434 shares trading hands.