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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 13, 2021 (May 12, 2021)

MAXAR TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Delaware

    

001-38228

    

83-2809420

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1300 W. 120th Avenue, Westminster, Colorado

80234

(Address of principal executive offices)

(Zip Code)

303-684-2207

(Registrant’s telephone number, including area code)

N/A

(Former name or address, if changed since last report)

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

 

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, at $0.0001 par value

MAXR

New York Stock Exchange, Toronto Stock Exchange

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))

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2021, at the 2021 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 2,000,000 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 April 1, 2021 (“Proxy Statement”). 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting on May 12, 2021, the Company’s stockholders, upon recommendation of the Company’s Board of Directors, approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (“Second Amended and Restated Certificate of Incorporation”) to include a federal forum selection provision. The Second Amended and Restated Certificate of Incorporation, which was included as Appendix B to the Proxy Statement, became effective on May 12, 2021 upon filing with the Delaware Secretary of State.

The foregoing description is qualified in its entirety by reference to the full text of the Company’s Second Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and incorporated into this Item 5.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2021, 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 five 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 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:

Name of 
Nominee

    

Shares Voted 
For

    

Shares
Voted Against

    

Shares
Abstained

    

Broker Non-Votes

Gen. Howell M. Estes III

29,819,244

1,237,389

46,107

9,016,261

Nick S. Cyprus

30,806,683

252,630

43,427

9,016,261

Roxanne J. Decyk

30,573,409

470,906

58,425

9,016,261

Joanne O. Isham

30,813,698

255,100

33,942

9,016,261

Daniel L. Jablonsky

30,916,635

158,889

27,216

9,016,261

Gen. C. Robert Kehler

30,673,507

390,042

39,191

9,016,261

Gilman Louie

30,922,981

138,212

41,547

9,016,261

Dr. L. Roger Mason, Jr.

30,822,458

240,420

39,862

9,016,261

Dr. Heather A. Wilson

30,945,809

123,531

33,400

9,016,261

Eric J. Zahler

29,834,387

1,224,154

44,199

9,016,261

Eddy Zervigon

29,999,397

1,060,557

42,786

9,016,261

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

30,246,070

691,567

165,103

9,016,261

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

23,603,903

7,443,467

55,370

9,016,261

Proposal Four: The Company’s stockholders approved the Second Amended and Restated Certificate of Incorporation. The votes regarding this proposal were as follows:

Shares Voted For

    

Shares Voted Against

    

Shares Abstained

    

Broker Non-Votes

23,842,388

7,212,393

47,959

9,016,261

Proposal Five: 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, 2021. The votes regarding this proposal were as follows:

Shares Voted For

    

Shares Voted Against

    

Shares Abstained

    

Broker Non-Votes

39,950,288

123,177

45,536

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

3.1

Second Amended and Restated Certificate of Incorporation

10.1

Second Amendment to the Maxar Technologies Inc. 2019 Incentive Award Plan

104

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

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: May 13, 2021

Maxar Technologies Inc.

By:

/s/ James C. Lee

Name: James C. Lee

Title: Senior Vice President, General Counsel and Corporate Secretary