8-K

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): October 31, 2019

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
Series A Junior Participating Preferred Stock, at $0.01 par value	---	---

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 5.07    Submission of Matters to a Vote of Security Holders.

On October 31, 2019, Maxar Technologies Inc. (“Company”) held a Special Meeting of Stockholders (“Special Meeting”) to approve the Company’s Tax Benefit Preservation Plan, adopted on May 13, 2019 (“NOL Plan”). The Company previously filed with the U.S. Securities and Exchange Commission on September 27, 2019, a definitive proxy statement and related materials pertaining to the Special Meeting, which describes in detail the proposal submitted to stockholders at the Special Meeting. As of the close of business on September 10, 2019, the record date for the Special Meeting, the Company had a total of 59,610,665 shares of common stock outstanding and entitled to vote at the Special Meeting, of which 30,301,603 shares were represented at the Special Meeting in person or by proxy. The final results for the votes regarding the proposal is set forth below.

Proposal One:  To approve the Company’s NOL Plan. The approval of this proposal required the affirmative vote of both: (i) a majority of shares present in person or represented by proxy and that are entitled to vote on this proposal, and (ii) a majority of shares present in person or represented by proxy and that are entitled to vote on this proposal, excluding all shares held by Existing Holders and Exempt Persons, as defined in the NOL Plan. The second approval of stockholders, excluding Existing Holders and Exempt Persons, is required under the rules of the Toronto Stock Exchange. The votes regarding this proposal were as follows:

Shares Voted For	Shares Voted Against	Shares Abstained	Broker Non-Votes
28,884,091	1,200,938	216,574	0

A total of 30,301,603 shares of the Company’s common stock were present or represented by proxy and entitled to vote, of which 18,380,248 shares were held by Existing Holders or Exempt Persons. Approval of the proposal required the affirmative vote of both (i) the holders of a majority of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and (ii) the holders of a majority of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and not owned by Existing Holders or Exempt Persons. Accordingly, broker non-votes had no effect on the outcome of the vote and abstentions had the same effect as votes against such proposal. The proposal was approved by (i) approximately 95% of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and (ii) approximately 88% of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and not owned by Existing Holders or Exempt Persons.

Item 8.01.    Other Events.

On October 31, 2019, Maxar Technologies Inc. (“Company”) issued a press release announcing the results of the Special Meeting.

A copy of the Company’s press release regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release of Maxar Technologies Inc. dated October 31, 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.

Date:  October 31, 2019	Maxar Technologies Inc.
	By:	/s/ James C. Lee
		Name: James C. Lee
		Title: Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Stockholders Approve Tax Benefit

Preservation Plan

Westminster, CO, – October 31, 2019 – Maxar Technologies (NYSE:MAXR) (TSX:MAXR), a trusted partner and innovator in Earth Intelligence and Space Infrastructure, today announced that its stockholders voted in favor of the Company’s Tax Benefit Preservation Plan.

The proposal was approved by (i) approximately 95% of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and (ii) approximately 88% of the total votes of shares of the Company’s common stock present or represented by proxy and entitled to vote and not owned by Existing Holders or Exempt Persons, as defined in the Tax Benefit Preservation Plan.

The Tax Benefit Preservation Plan will remain in place until October 5, 2020.

About Maxar

Maxar is a trusted partner and innovator in Earth Intelligence and Space Infrastructure. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar’s 5,800 team members in 30 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com.

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 inthe Company's continuous disclosure materials filed from time to time with Canadian and U.S. securities 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.

Investor Relations Contact:

Jason Gursky

Maxar VP Investor Relations

1-303-684-2207

jason.gursky@maxar.com

Media Contact:

Turner Brinton

Maxar Media Relations

1-303-684-4545

turner.brinton@maxar.com

XML

Document and Entity Information	Oct. 02, 2019
Document Type	8-K
Document Period End Date	Oct. 31, 2019
Entity File Number	001-38228
Entity Registrant Name	MAXAR TECHNOLOGIES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2809420
Entity Address, Address Line One	1300 W. 120th Avenue
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80234
City Area Code	303
Local Phone Number	684-2207
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001121142
Amendment Flag	false
Common stock
Title of 12(b) Security	Common stock, at $0.0001 par value
Trading Symbol	MAXR
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Title of 12(b) Security	Series A Junior Participating Preferred Stock, at $0.01 par value