| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders (the “Annual Meeting”) of Viasat, Inc. (“Viasat”) held on September 4, 2025 (the “Restatement Effective Date”), Viasat’s stockholders approved the amendment and restatement of the 1996 Equity Participation Plan of Viasat, Inc. (the “1996 Plan”, and as amended and restated, the “Restated Equity Plan”). The Restated Equity Plan was previously approved by the Board of Directors of Viasat (the “Board”), and implemented the following changes: (1) set the number of shares available for future issuance from and after the Restatement Effective Date at (A) 6,410,000 shares, plus (B) the number of shares, if any, subject to awards outstanding under the 1996 Plan on July 1, 2025 or granted after such date that again become available for issuance on or after July 1, 2025 in accordance with the share counting provisions of the Restated Equity Plan based on the deduction from the share reserve originally taken with respect to such awards; (2) removed the fungible share counting ratio for new awards granted under the Restated Equity Plan; (3) removed non-employee director compensation provisions setting forth the initial and annual grants to Viasat’s non-employee directors, and (4) extended the period during which incentive stock options may be granted from 2034 to 2035 and increased the maximum number of shares that may be issued upon the exercise of incentive stock options granted under the Restated Equity Plan to 100,000,000 shares. 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 10.1 to this report and incorporated herein by reference.
Also at 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 and increased the maximum number of shares of common stock that may be issued under the Restated Purchase Plan by 5,000,000 shares to a total of 16,950,000 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 10.2 to this report and incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Viasat’s stockholders voted on the following five proposals and cast their votes as follows:
Proposal 1: To elect Richard Baldridge and Sean Pak to serve as Class II Directors.
|
|
|
|
|
|
|
| Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
| Richard Baldridge |
|
93,856,135 |
|
6,121,794 |
|
20,078,710 |
| Sean Pak |
|
83,544,805 |
|
16,433,124 |
|
20,078,710 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for the fiscal year ending March 31, 2026.
|
|
|
|
|
|
|
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 117,873,269 |
|
1,661,026 |
|
522,344 |
|
0 |
