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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, 2020

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)

303-684-7660

(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 exchange on which registered

Common stock, at $0.0001 par value

MAXR

New York Stock Exchange, Toronto Stock Exchange

Preferred Stock Purchase Right

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; 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
Nominee

    

Shares Voted 
For

    

Shares
Voted Against

    

Shares
Abstained

    

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

 

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

 

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

 

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

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