UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2020, at the 2020 Annual Meeting of Stockholders (“Annual Meeting”) of Maxar Technologies Inc. (“Company”), the Company’s stockholders, upon recommendation of the Company’s Board of Directors, approved an amendment to the Maxar Technologies Inc. 2019 Incentive Award Plan (“2019 Plan”) to increase by 2,550,000 shares the number of shares of the Company’s common stock available for issuance under the 2019 Plan (“Plan Amendment”). The Plan Amendment became effective upon approval by the stockholders.
A summary of the Plan Amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 30, 2020. That summary and the foregoing description of the Plan Amendment are qualified in their entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2020, the Company held the Annual Meeting. The Company previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each of the four proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal One: The Company’s stockholders elected each of the director nominees, each to serve for a one-year term expiring at the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:
Name of |
| Shares Voted |
| Shares |
| Shares |
| Broker Non-Votes |
Gen. Howell M. Estes III | 28,478,085 | 671,567 | 49,573 | 10,640,407 | ||||
Nick S. Cyprus | 28,683,724 | 457,329 | 58,172 | 10,640,407 | ||||
Roxanne J. Decyk | 28,472,725 | 669,685 | 56,815 | 10,640,407 | ||||
Joanne O. Isham | 28,558,861 | 577,567 | 62,797 | 10,640,407 | ||||
Daniel L. Jablonsky | 28,868,864 | 285,560 | 44,801 | 10,640,407 | ||||
Gen. C. Robert Kehler | 28,554,053 | 580,861 | 64,311 | 10,640,407 | ||||
Dr. L. Roger Mason, Jr. | 28,692,821 | 442,381 | 64,023 | 10,640,407 | ||||
Eric J. Zahler | 21,827,226 | 7,304,254 | 67,745 | 10,640,407 | ||||
Eddy Zervigon | 28,538,421 | 394,187 | 67,745 | 10,640,407 |
Proposal Two: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
Shares Voted For |
| Shares Voted Against |
| Shares Abstained |
| Broker Non-Votes |
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27,889,984 | 1,053,798 | 255,443 | 10,640,407 |
Proposal Three: The Company’s stockholders approved the Plan Amendment. The votes regarding this proposal were as follows:
Shares Voted For |
| Shares Voted Against |
| Shares Abstained |
| Broker Non-Votes |
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26,508,662 | 2,584,245 | 106,318 | 10,640,407 |
Proposal Four: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The votes regarding this proposal were as follows:
Shares Voted For |
| Shares Voted Against |
| Shares Abstained |
| Broker Non-Votes |
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39,578,503 | 161,457 | 99,672 | 0 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
10.1 | First Amendment to the Maxar Technologies Inc. 2019 Incentive Award Plan |
SIGNATURES
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: May 15, 2020 | Maxar Technologies Inc. | |
By: | /s/ James C. Lee | |
Name: James C. Lee | ||
Title: Senior Vice President, General Counsel and Corporate Secretary | ||
Exhibit 10.1
FIRST AMENDMENT TO THE
MAXAR TECHNOLOGIES INC.
2019 INCENTIVE AWARD PLAN
This First Amendment (this “First Amendment”) to the Maxar Technologies Inc. 2019 Incentive Award Plan (“2019 Plan”), is made and adopted by the Board of Directors (“Board”) of Maxar Technologies Inc., a Delaware corporation (the “Company”), on March 27, 2020, effective as of the date of the Company’s 2020 annual meeting of stockholders, provided that it is approved by the Company’s stockholders on that date (“Amendment Date”).
RECITALS
WHEREAS, the Company maintains the 2019 Plan; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the 2019 Plan to increase the number of shares reserved under the 2019 Plan.
NOW, THEREFORE, BE IT RESOLVED, that the 2019 Plan is hereby amended as follows, subject to, and effective as of the Amendment Date:
AMENDMENT
1. Section 3.1(a) of the 2019 Plan is hereby amended and restated in its entirety as follows:
“Subject to Sections 3.1(b) and 12.2, the aggregate number of Shares which may be issued pursuant to Awards under the 2019 Plan is the sum of: (i) 5,075,000 Shares and (ii) any Shares which as of the Effective Date are subject to awards under any Prior Plan which are forfeited or lapse unexercised and which following the Effective Date are not issued under any Prior Plan; provided, however, no more than 5,075,000 Shares may be issued upon the exercise of Incentive Stock Options. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.”
2. This First Amendment shall be and hereby is incorporated into and forms a part of the 2019 Plan, and except as expressly provided herein, all terms and conditions of the 2019 Plan shall remain in full force and effect.