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): January 13, 2019
MAXAR TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-38228 |
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83-2809420 |
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(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1300 W. 120th Avenue, Westminster, Colorado |
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80234 |
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(Address of principal executive offices) |
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(Zip Code) |
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303-684-2207 |
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(Registrant’s telephone number, including area code) |
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N/A
(Former name or 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:
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))
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 o
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.
On January 14, 2019, Maxar Technologies Inc. (the “Company”) announced that Daniel L. Jablonsky was appointed to the position of President and Chief Executive Officer of the Company and to the Board of Directors of the Company, in each case, effective as of January 13, 2019. Since 2017, Mr. Jablonsky, age 49, has served as President of DigitalGlobe, which was acquired by the Company in October 2017. Mr. Jablonsky joined DigitalGlobe in March 2012 and served as DigitalGlobe’s Senior Vice President, General Counsel and Corporate Secretary from 2012 to 2017, and also served as DigitalGlobe’s General Manager, International Defense & Intelligence from 2015 to 2017. Prior to joining DigitalGlobe, from 2011 to March 2012, Mr. Jablonsky was a shareholder at the law firm of Brownstein Hyatt Farber Schreck, LLP, where he practiced corporate and securities law. From 2010 to 2011, Mr. Jablonsky served as the Interim Co-General Counsel of Flextronics International Ltd. and from 2007 to 2010, Mr. Jablonsky served as Senior Corporate Counsel, Securities and Mergers & Acquisitions at Flextronics. Mr. Jablonsky previously was in-house counsel at UBS Financial Services, Inc., served in the enforcement division of the U.S. Securities and Exchange Commission, and practiced corporate and securities law with O’Melveny & Myers LLP. Mr. Jablonsky also served as an officer and nuclear engineer in the United States Navy prior to attending law school. Mr. Jablonsky holds a B.S. in Mechanical Engineering from the United States Naval Academy and a Juris Doctor degree from the University of Washington School of Law.
There are no arrangements or understandings between Mr. Jablonsky and any other persons pursuant to which he was appointed to the offices described above and no family relationships among any of the Company’s directors or executive officers and Mr. Jablonsky. Mr. Jablonsky has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On January 14, 2019, the Company also announced that Mr. Howard L. Lance resigned from his position as President and Chief Executive Officer of the Company and resigned from the Board of Directors of the Company, in each case, effective as of January 13, 2019. Mr. Lance’s resignation from the Company will be treated as a termination without “cause” for purposes of his employment letter with the Company dated April 13, 2016 (the “employment letter”) and all other compensation plans and arrangements of the Company. Per the employment letter, upon Mr. Lance’s termination of employment without “cause,” among other benefits, subject to his execution and non-revocation of a release of claims against the Company, he is entitled to receive severance pay at a rate equal to his current base salary for a period of 36 months and to receive his 2018 bonus (if any), earned based on actual performance, at the time 2018 bonuses are paid to actively employed executive officers. In addition, the outstanding equity awards (including awards under the Company’s Share Ownership Plan) held by Mr. Lance will continue to vest for the 36 month period following his termination, and will remain exercisable through their applicable dates of maturity. In addition, on January 13, 2019, the Company and Mr. Lance entered into a consulting agreement, pursuant to which Mr. Lance will be available to provide consulting services to the Company upon request for 12 months, with the option of a one year renewal. In exchange for his consulting services, Mr. Lance will receive a consulting fee of $100,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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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.
Date: January 14, 2019
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Maxar Technologies Inc. | |
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By: |
/s/ Michelle Kley |
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Name: |
Michelle Kley |
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Title: |
Senior Vice President, Chief Legal Officer, General Counsel and Corporate Secretary |
MAXAR TECHNOLOGIES ANNOUNCES CEO TRANSITION
Daniel Jablonsky, President of DigitalGlobe, named as CEO
Westminster, Colo., January 14, 2019 — Maxar Technologies (NYSE:MAXR) (TSX:MAXR) (“Maxar” or the “Company”), a global technology innovator powering the new space economy, today announced the appointment of Daniel Jablonsky as President and Chief Executive Officer of Maxar, effective immediately. Mr. Jablonsky, who most recently served as President of DigitalGlobe, a Maxar Technologies company, will also join the Maxar Board of Directors. He succeeds Howard Lance, who has resigned from his roles as President and Chief Executive Officer and as a Director of Maxar.
General Howell M. Estes III, Chairman of the Maxar Board, said, “Dan has been a key member of the management team since his arrival to DigitalGlobe in 2012 and has taken on increased responsibilities following the closing of the Company’s merger. Dan’s experience as President of DigitalGlobe, after previously serving as both General Counsel and General Manager of the U.S. and International Defense and Intelligence businesses, and participation in Maxar’s executive leadership, provides him with a deep understanding of Maxar’s businesses, operations and strategy. He has worked closely with many of our largest customers, including the U.S. Government, and has a unique appreciation for the value of our mission-critical services as a former Surface Warfare Officer and Nuclear Engineer in the U.S. Navy. Dan is the right leader for Maxar and now is the right time for this transition as we work to unlock the value of our operations for all stakeholders and maximize returns for our shareholders.”
Mr. Jablonsky said, “I am honored that the Board has appointed me to lead Maxar at this important time. Our top priority is to serve our government and commercial partners and strengthen our operational and financial performance, including delivering sustainable revenue and cash flows, determining a definitive resolution for the GEO communications satellite line of business, and clarifying longer-term growth prospects, required investments and the optimal capital structure. Maxar has a strong foundation and delivers compelling solutions to serve as a mission-critical partner to our customers. Along with our management team and dedicated team members, I am committed to the future of Maxar and meeting the needs and expectations of all of our stakeholders. We are already working on action plans and will address these plans in the near future.”
General Estes continued, “On behalf of the Board, I want to thank Howard for his service over the last three years. One of Howard’s most important accomplishments was the U.S. Domestication and development of a strong and highly-experienced management team, and the Board is confident that this team, under Dan’s leadership, will continue serving customers and enhance value for shareholders.”
About Daniel Jablonsky
Daniel Jablonsky has served as President of DigitalGlobe, the global leader in commercial high-resolution satellite imagery, since October 2017 when it was acquired by Maxar Technologies. Under his leadership, DigitalGlobe’s IDI and Commercial business increased revenue by more than 10% in 2018. Mr. Jablonsky previously served as General Manager of the U.S. and International Defense and Intelligence businesses at DigitalGlobe, while also serving as Senior Vice President and General Counsel. Since 2015, Mr. Jablonsky has also served on the Board of Vricon, DigitalGlobe’s joint venture with SAAB, which creates innovative 3D solutions. Prior to joining DigitalGlobe in 2012, Mr. Jablonsky was a partner at Brownstein, Hyatt, Farber, Schreck, and before that, served as Corporate Counsel at Flextronics International LTD, a global multibillion-dollar technology supply chain company. He also worked as an attorney in the Division of Enforcement at the SEC and at the law firm of O’Melveny and Myers. Mr. Jablonsky holds a Bachelor of Science in Mechanical Engineering from the U.S. Naval Academy and a Juris Doctor from the University of Washington School of Law. Mr. Jablonsky began his professional career as a Surface Warfare Officer and Nuclear Engineer in the U.S. Navy.
About Maxar Technologies
As a global leader of advanced space technology solutions, Maxar Technologies is at the nexus of the new space economy, developing and sustaining the infrastructure and delivering the information, services, systems that unlock the promise of space for commercial and government markets. As a trusted partner, Maxar Technologies provides vertically integrated capabilities and expertise including satellites, Earth imagery, robotics, geospatial data and analytics to help customers anticipate and address their most complex mission-critical challenges with confidence. With more than 6,500 employees in over 30 global locations, the Maxar Technologies portfolio of commercial space brands includes MDA, SSL, DigitalGlobe and Radiant Solutions. Every day, billions of people rely on Maxar to communicate, share information and data, and deliver insights that Build a Better World. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit http://www.maxar.com.
Forward-Looking Statements
Certain statements and other information included in this release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws. Statements including words such as “may”, “will”, “could”, “should”, “would”, “plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate” or “expect” and other words, terms and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, as well as other statements referring to or including forward-looking information included in this presentation.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this presentation. As a result, although management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, the risk factors and other disclosures about the Company and its business included in the Company’s continuous disclosure materials filed from time to time with Canadian and U.S. securities regulatory authorities, which are available online under the Company’s EDGAR profile at
www.sec.gov, under the Company’s SEDAR profile at www.sedar.com or on the Company’s website at www.maxar.com.
The forward-looking statements contained in this release are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this presentation or other specified date and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this presentation as a result of new information or future events, except as may be required under applicable securities legislation.
Investor Relations Contact:
Jason Gursky
Maxar VP Investor Relations
1-303-684-2207
jason.gursky@maxar.com
Media Contact:
Turner Brinton
Maxar Media Relations
1-303-684-4545
turner.brinton@maxar.com