ViaSat, Inc. (NASDAQ:VSAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
At the annual meeting of stockholders of ViaSat, Inc. (“ViaSat”) held on September7, 2017 (the “Annual Meeting”), ViaSat’s stockholders approved the amendment and restatement of the ViaSat, Inc. Employee Stock Purchase Plan (as amended and restated, the “Restated Purchase Plan”). The Restated Purchase Plan was previously approved by the Board of Directors of ViaSat (the “Board”), and increased the maximum number of shares of common stock that may be issued under the plan by 800,000 shares to a total of 3,650,000 shares. The Restated Purchase Plan became effective upon stockholder approval at the Annual Meeting.
The preceding description of the Restated Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Purchase Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Also at the Annual Meeting, ViaSat’s stockholders approved the amendment and restatement of the 1996 Equity Participation Plan of ViaSat, Inc. (as amended and restated, the “Restated Equity Plan”). The Restated Equity Plan was previously approved by the Board, and implemented the following changes: (1)an increase in the number of shares of common stock available for issuance under the plan by 3,850,000 shares to a total of 29,050,000 shares; (2)an extension of the period during which incentive stock options may be granted from 2025 to 2027; (3)the addition of a minimum vesting period such that awards granted under the Restated Equity Plan will not vest earlier than the first anniversary of the applicable grant date (subject to limited exceptions); and (4)the addition of a restriction on the payment of dividends and dividend equivalents such that dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met. The Restated Equity Plan became effective upon stockholder approval at the Annual Meeting.
The preceding description of the Restated Equity Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Equity Plan, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, ViaSat’s stockholders voted on the following six proposals and cast their votes as follows:
Proposal 1: To elect Mark Dankberg, Varsha Rao and Harvey White to serve as ClassIII Directors.
|
Nominee |
For |
Withheld |
Broker Non-Votes |
| Mark Dankberg | 47,399,219 | 263,432 | 5,154,373 |
| Varsha Rao | 47,540,797 | 121,854 | 5,154,373 |
| Harvey White | 45,339,597 | 2,323,054 | 5,154,373 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as ViaSat’s independent registered public accounting firm for the fiscal year ending March31, 2018.
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 52,536,371 | 261,483 | 19,170 |
Proposal 3: To conduct an advisory vote on executive compensation.
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 33,413,254 | 14,224,541 | 24,856 | 5,154,373 |
Proposal 4: To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation.
|
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 46,544,906 | 16,163 | 1,076,425 | 25,157 | 5,154,373 |
Based on these results, the Board has determined that ViaSat will hold an advisory vote on executive compensation every year.
Proposal 5: To approve an amendment and restatement of the Employee Stock Purchase Plan.
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 47,608,575 | 31,631 | 22,445 | 5,154,373 |
Proposal 6: To approve an amendment and restatement of the 1996 Equity Participation Plan.
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 43,335,030 | 4,308,391 | 19,230 | 5,154,373 |
Item 5.02 Financial Statements and Exhibits.
Exhibits.
VIASAT INC ExhibitEX-10.1 2 d455251dex101.htm EX-10.1 EX-10.1 EXHIBIT 10.1 VIASAT,…To view the full exhibit click here
About ViaSat, Inc. (NASDAQ:VSAT)
ViaSat, Inc. is engaged in broadband technologies and services. The Company operates through three segments: satellite services, commercial networks and government systems. The satellite services segment provides satellite-based broadband services to consumers, enterprises, commercial airlines and mobile broadband customers primarily in the United States. The commercial networks segment develops and produces a range of end-to-end satellite and wireless communication systems, ground networking equipment and space-to-earth connectivity systems. The government systems segment develops and produces network-centric Internet Protocol (IP)-based fixed and mobile secure government communications systems, products, services and solutions, which are designed to enable the collection and dissemination of real-time digital information between command centers, communications nodes and air defense systems. ViaSat, Inc. (NASDAQ:VSAT) Recent Trading Information
ViaSat, Inc. (NASDAQ:VSAT) closed its last trading session down -0.51 at 60.08 with 315,535 shares trading hands.