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EX-99.1 - EX-99.1 - DIGITALGLOBE, INC. | a14-5632_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 6, 2014
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34299 |
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31-1420852 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1601 Dry Creek Drive, Suite 260
Longmont, Colorado 80503
(Address of principal executive offices, including zip code)
(303) 684-4000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 6, 2014, the Board of Directors (Board) of DigitalGlobe, Inc. (Company), appointed Mr. Eddy Zervigon to fill an existing vacancy on the Board. Effective March 1, 2014, Mr. Zervigon will join the Board and will also become a member of its Audit Committee. Mr. Zervigon will serve as a Class II director, and will stand for re-election at the 2014 Annual Meeting of Stockholders. Mr. Zervigon, age 45, was a director of the Company from 2004 until January 31, 2013. He is currently a Principal at the investment firm Alta Loma Energy, and from 1997 to February 2012, he worked for Morgan Stanley & Co. Incorporated, most recently as a Managing Director of its Principal Investments Group. Mr. Zervigon also serves as a director of Bloom Energy and has previously served as a board member of MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital. Mr. Zervigon has a Bachelors degree in Accounting and a Masters degree in Tax from Florida International University and also has a Master in Business Administration from the Amos Tuck School of Business at Dartmouth College. Mr. Zervigon is also a certified public accountant.
Mr. Zervigon will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Mr. Zervigon will serve on the Companys Board this year, paid by the Company to all of its non-employee directors and as described under Director Compensation in the Companys Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (SEC). In connection with his appointment, Mr. Zervigon will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on October 3, 2013 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On February 11, 2014, the Company issued a press release announcing the appointment of Mr. Zervigon as a director to the Companys Board. A copy of the Companys press release is attached hereto as Exhibit 99.1.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
Exhibit 99.1 Press Release dated February 11, 2014.
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.
Dated: February 11, 2014 |
DIGITALGLOBE, INC. | |
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By: |
/s/ Daniel L. Jablonsky |
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Senior Vice President, General Counsel and Corporate Secretary |