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): August 1, 2019
MAXAR TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-38228 |
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83-2809420 |
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(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1300 W. 120th Avenue, Westminster, Colorado |
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80234 |
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(Address of principal executive offices) |
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(Zip Code) |
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303-684-2207 |
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(Registrant’s telephone number, including area code) |
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N/A
(Former name or 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, at $0.0001 par value |
MAXR |
New York Stock Exchange, Toronto Stock Exchange |
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Series A Junior Participating Preferred Stock, at $0.01 par value |
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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.
(c) Appointment of Principal Accounting Officer
On August 1, 2019, Maxar Technologies Inc. (“Company”) appointed Carolyn K. Pittman, Senior Vice President and Chief Accounting Officer, as the Company’s Principal Accounting Officer, effective August 7, 2019.
Ms. Pittman, age 56, joined the Company as Senior Vice President and Chief Accounting Officer effective July 29, 2019 after serving as a consultant to the Company since April 2019. Prior to joining the Company, Ms. Pittman was Vice President-Finance and Controller for Huntington Ingalls Newport News Shipbuilding from 2011 to 2018. Ms. Pittman joined Huntington Ingalls Newport News Shipbuilding in 2011, a spin-off sector of the Northrop Grumman Corporation. At Northrop Grumman, Ms. Pittman was Vice President and Chief Financial Officer, Enterprise Shared Services and Information Technology, from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including Vice President, Sector Controller, Vice President, Internal Audit, and Chief Audit Executive. Ms. Pittman began her career with Ernst & Young LLP, where she held positions within audit and assurance services from 1985 to 1995. Since August 2017, Ms. Pittman has served as a member of the board of directors of Minerals Technologies Inc. (NYSE: MTX), where she is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Ms. Pittman holds an MBA in Finance from Dallas Baptist University and a Bachelor of Science in Business Administration from the University of Arkansas. Ms. Pittman is a Certified Public Accountant and a Certified Information Systems Auditor.
In connection with her appointment, the Company’s Board of Directors (“Board”) approved compensation for Ms. Pittman as follows:
Cash Compensation: Ms. Pittman will be entitled to an annual base salary of $400,000 and have the opportunity to earn an annual cash bonus at a target rate of 50% of base salary. For 2019, Ms. Pittman’s bonus will be pro-rated based on her start date and will be the greater of her on-target bonus and the actual bonus calculated in accordance with the terms of the Company’s short term incentive plan.
Equity Grant: Ms. Pittman will receive an award of equity-settled restricted stock units with a value of $500,000 on the first business day of the month following her employment start date. The restricted stock units will vest in equal installments on each anniversary of the award date over a three year period, provided Ms. Pittman remains employed by the Company. Beginning in 2020, Ms. Pittman will be eligible for an annual long-term incentive grant, subject to approval by the Board.
Relocation: Ms. Pittman will be provided with an executive relocation package in an amount up to $200,000.
Ms. Pittman has entered into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on January 2, 2019 and is incorporated by reference herein.
There are no arrangements or understandings between Ms. Pittman and any other person pursuant to which Ms. Pittman was appointed as Senior Vice President and Chief Accounting Officer. There are no family relationships between Ms. Pittman and any of the Company’s directors and executive officers, and Ms. Pittman is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 2, 2019, the Company issued a press release announcing Ms. Pittman’s appointment. A copy of the press release is furnished herewith as Exhibit 99.1 and shall not be deemed ”filed” for the purposes of Section 18 of the U.S. 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 U.S. 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) Exhibits
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Exhibit Number |
Description |
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99.1 |
Press Release of Maxar Technologies Inc. dated August 2, 2019. |
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.
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Date: August 2, 2019 |
Maxar Technologies Inc. |
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By: |
/s/ James C. Lee |
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Name: James C. Lee |
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Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
PRESS RELEASE
Maxar Technologies Appoints Carolyn Pittman as
Chief Accounting Officer
Westminster, Colo. – August 2, 2019 – Maxar Technologies (NYSE: MAXR; TSX: MAXR), today announced the appointment of Carolyn K. Pittman as Senior Vice President and Chief Accounting Officer, effective July 29, 2019. She will become the Company’s Principal Accounting Officer, effective August 7, 2019.
Pittman joins after a 23-year career at Northrop Grumman Corporation (NYSE: NOC) and its spin-off company, Huntington Ingalls Industries (NYSE: HII), where she held numerous financial leadership positions, including Chief Financial Officer and Vice President Finance and Controller of Newport News Shipbuilding, a $4.7 billion operating division of Huntington Ingalls, Chief Financial Officer for Enterprise Shared Services at Northrop Grumman, and corporate Vice President and Chief Audit Executive at Northrop Grumman. Prior to Northrop Grumman, Pittman worked in public accounting for 10 years at Ernst & Young, LLP. Pittman serves on the Board of Directors for Minerals Technologies, Inc., a $1.8 billion, publically traded global resource and technology company. She earned an M.B.A. in finance from Dallas Baptist University and a B.S.B.A in accounting/data processing from the University of Arkansas. She is a certified public accountant and certified information systems auditor.
“I am extraordinarily pleased to welcome Carolyn Pittman to the Maxar leadership team,” said Biggs Porter, Maxar CFO. “Carolyn has a wealth of public company experience, a deep understanding of government contract finance and accounting and a track record of implementing best-in-class internal controls.”
About Maxar Technologies
As a global leader of advanced space technology solutions, Maxar is at the nexus of the new space economy, developing and sustaining the infrastructure and delivering the information, services, systems that unlock the promise of space for commercial and government markets. The operations of DigitalGlobe, SSL (Space Systems Loral) and Radiant Solutions were unified under the Maxar brand in February; MDA continues to operate as an independent business unit within the Maxar organization. As a trusted partner with 5,900 employees in over 30 global locations, Maxar provides vertically integrated capabilities and expertise including satellites, Earth imagery, robotics, advanced propulsion systems, geospatial data and analytics to help customers anticipate and address their most complex mission-critical challenges with confidence. Every day, billions of people rely on Maxar to communicate, share information and data, and deliver insights that Build a Better World. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com.
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Forward-Looking Statements
Certain statements and other information included in this release constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws. Statements including words such as "may", "will", "could", "should", "would", "plan", "potential", "intend", "anticipate", "believe", "estimate" or "expect" and other words, terms and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, as well as other statements referring to or including forward-looking information included in this presentation.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this presentation. As a result, although management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, the risk factors and other disclosures about the Company and its business included in the Company's continuous disclosure materials filed from time to time with U.S. securities and Canadian regulatory authorities, which are available online under the Company's EDGAR profile at www.sec.gov, under the Company's SEDAR profile at www.sedar.com or on the Company's website at www.maxar.com.
The forward-looking statements contained in this release are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this presentation or other specified date and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this presentation as a result of new information or future events, except as may be required under applicable securities legislation.
Media Contact
Turner Brinton
Maxar Public Relations
1-303-684-4545
turner.brinton@maxar.com
Investor Relations Contact
Jason Gursky
Maxar VP Investor Relations
1-303-684-2207
jason.gursky@maxar.com