8-K

Date: September 5, 2019

Viasat, Inc.

/s/ Brett Church

Brett Church

Associate General Counsel

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): September 4, 2019

VIASAT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-21767

33-0174996

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(Address of Principal Executive Offices, Including Zip Code)

(760) 476-2200

(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:

☐	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 the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)

(Trading

Symbol)

(Name of Each Exchange

on which Registered)

Common Stock, par value $0.0001 per share

VSAT

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. ☐

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 of Viasat, Inc. (“Viasat”) held on September 4, 2019 (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 4,450,000 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 3,500,000 shares to a total of 35,350,000 shares; and (2) an extension of the period during which incentive stock options may be granted from 2028 to 2029. 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 5.07

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	50,709,895	1,887,235	5,442,406
Sean Pak	52,201,186	395,944	5,442,406

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for the fiscal year ending March 31, 2020.


For	Against	Abstentions	Broker Non-Votes
57,611,197	383,579	44,760	0

Proposal 3: To conduct an advisory vote on executive compensation.


For	Against	Abstentions	Broker Non-Votes
38,027,260	13,280,037	1,289,833	5,442,406

Proposal 4: To approve an amendment and restatement of the Employee Stock Purchase Plan.


For	Against	Abstentions	Broker Non-Votes
52,191,118	388,264	17,748	5,442,406

Proposal 5: To approve an amendment and restatement of the 1996 Equity Participation Plan.


For	Against	Abstentions	Broker Non-Votes
49,194,010	3,347,333	55,787	5,442,406

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.


Exhibit Number		Description of Exhibit

	10.1	Viasat, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective September 4, 2019)

	10.2	1996 Equity Participation Plan of Viasat, Inc. (As Amended and Restated Effective September 4, 2019)

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)