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) May 17, 2018
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33963 | 26-1344998 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
(Address of principal executive offices)
703-287-7400
(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 (see General Instruction A.2 below):
| ☐ | 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 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 ☐
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Iridium Communications Inc. (the “Company”) was held on May 17, 2018 in McLean, Virginia. Of the 110,370,557 shares outstanding as of the record date, 95,913,669 shares, or approximately 86.9%, were present or represented by proxy at the meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1 — Election of Directors
The following twelve (12) directors were elected to serve for one-year terms until the 2019 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
| Name |
Votes For | Votes Withheld |
Broker Non-Votes | |||||||||
| Robert H. Niehaus |
78,589,461 | 721,575 | 16,602,633 | |||||||||
| Thomas C. Canfield |
78,429,316 | 881,720 | 16,602,633 | |||||||||
| Matthew J. Desch |
78,586,139 | 724,897 | 16,602,633 | |||||||||
| Thomas J. Fitzpatrick |
74,283,598 | 5,027,438 | 16,602,633 | |||||||||
| Jane L. Harman |
78,497,521 | 813,515 | 16,602,633 | |||||||||
| Alvin B. Krongard |
76,219,440 | 3,091,596 | 16,602,633 | |||||||||
| Admiral Eric T. Olson (Ret.) |
78,506,276 | 804,760 | 16,602,633 | |||||||||
| Steven B. Pfeiffer |
78,624,489 | 686,547 | 16,602,633 | |||||||||
| Parker W. Rush |
78,593,187 | 717,849 | 16,602,633 | |||||||||
| Henrik O. Schliemann |
78,655,336 | 655,700 | 16,602,633 | |||||||||
| S. Scott Smith |
77,194,630 | 2,116,406 | 16,602,633 | |||||||||
| Barry J. West |
78,652,752 | 658,284 | 16,602,633 | |||||||||
Proposal 2 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 75,560,439 |
3,563,052 | 187,545 | 16,602,633 |
Proposal 3 – Ratification of the Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 95,037,625 |
695,323 | 180,721 |
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.
| IRIDIUM COMMUNICATIONS INC. | ||||||
| Date: | May 18, 2018 | By: | /s/ Thomas J. Fitzpatrick | |||
| Name: | Thomas J. Fitzpatrick | |||||
| Title: | Chief Financial Officer | |||||