0001418819☐00014188192023-05-052023-05-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 4, 2023
____________________________________________
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 001-33963 | | 26-1344998 |
| (State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| incorporation) | | | | Identification No.) |
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
(Address of principal executive offices)
703-287-7400
(Registrant’s telephone number, including area code)
____________________________________________
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
Common Stock, $0.001 par value | | IRDM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 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 Item 5.07 below, on May 4, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Iridium Communications Inc. (the “Company”), the Company’s stockholders approved the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated Plan”), under which a maximum of 33,597,991 shares of common stock are reserved for issuance pursuant to stock options and other equity awards, plus shares underlying outstanding awards granted under the Iridium Communications Inc. 2012 Equity Incentive Plan (the “2012 Plan”) that may be added to the Amended and Restated Plan’s 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 Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2023 (the “Proxy Statement”) as Proposal 4, beginning on page 25, 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held virtually on May 4, 2023. Of the 126,573,225 shares of common stock, par value $0.001 per share, outstanding as of the close of business on the record date of March 9, 2023, 119,049,359 shares, or approximately 94%, 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 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Robert H. Niehaus | | 109,229,124 | | 2,351,844 | | 7,468,391 |
| Thomas C. Canfield | | 110,209,610 | | 1,371,358 | | 7,468,391 |
| Matthew J. Desch | | 110,718,050 | | 862,918 | | 7,468,391 |
| Thomas J. Fitzpatrick | | 99,470,826 | | 12,110,142 | | 7,468,391 |
| L. Anthony Frazier | | 111,381,560 | | 199,408 | | 7,468,391 |
| Jane L. Harman | | 111,058,522 | | 522,446 | | 7,468,391 |
| Alvin B. Krongard | | 99,219,223 | | 12,361,745 | | 7,468,391 |
| Suzanne E. McBride | | 101,604,015 | | 9,976,953 | | 7,468,391 |
| Admiral Eric T. Olson (Ret.) | | 110,135,474 | | 1,445,494 | | 7,468,391 |
| Parker W. Rush | | 109,714,546 | | 1,866,422 | | 7,468,391 |
| Kay N. Sears | | 111,379,580 | | 201,388 | | 7,468,391 |
| Jacqueline E. Yeaney | | 111,337,573 | | 243,395 | | 7,468,391 |
Proposal 2 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 107,344,375 | | 4,049,586 | | 187,007 | | 7,468,391 |
Proposal 3 — Indication, on a non-binding advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| One Year | | Two Years | | Three Years | | Abstained | | Broker Non-Votes |
| 108,463,445 | | 189,523 | | 2,754,502 | | 173,498 | | 7,468,391 |
Proposal 4 — Approval of the Company’s Amended and Restated 2015 Equity Incentive Plan.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 95,180,509 | | 16,211,007 | | 189,452 | | 7,468,391 |
Proposal 5 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| | | | | | | | | | | | | | |
| For | | Against | | Abstained |
| 118,785,597 | | 110,431 | | 153,331 |
Item 7.01 Regulation FD Disclosure.
On May 5, 2023, the Company announced that its board of directors had declared a cash dividend on its common stock of $0.13 per share. The dividend is payable on June 30, 2023, to stockholders of record as of June 15, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | | | | |
| Exhibit Number | | Description |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document).* |
| * | Submitted electronically with this Report in accordance with the provisions of Regulation S-T |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | | | | |
| | | IRIDIUM COMMUNICATIONS INC. |
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| Date: | May 5, 2023 | By: | /s/ Kathleen A. Morgan |
| | | Name: | Kathleen A. Morgan |
| | | Title: | Chief Legal Officer |