UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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. |
Director Appointments
On April 21, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the By-Laws, as amended, of Virgin Galactic Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) increased the size of the Board to 11 directors and elected Raymond E. Mabus, Jr. and Diana S. Strandberg as directors to fill the vacancies on the Board. With the election of Mr. Mabus and Ms. Strandberg, the Board now consists of 11 directors. At the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”), Mr. Mabus and Ms. Strandberg will each stand for re-election for a full one-year term along with the other designated directors.
Also, as of April 21, 2023, Evan Lovell was appointed to serve as Chair of the Company’s Board (after serving as Interim Chair since February 2022), and Mr. Mabus was appointed to serve as the Company’s Lead Independent Director. Mr. Mabus was appointed to serve as chair of the Nominating and Corporate Governance Committee, and Ms. Strandberg was appointed to serve on each of the Audit Committee and Compensation Committees, with each such appointment effective as of May 22, 2023. Each director may in the future be appointed to other committees of the Board.
Mr. Mabus, 74, served as the 75th United States Secretary of the Navy from 2009 to 2017. Mr. Mabus was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992, and Auditor of the State of Mississippi from 1984 to 1988. Mr. Mabus is currently CEO of The Mabus Group, a consulting company which he founded in 2017, and Vice Chair of InStride, a public benefit company. Mr. Mabus has served on the board of Hilton Worldwide Holdings, Inc. since 2017. Mr. Mabus also serves on the board of World Central Kitchen and the Environmental Defense Fund. Mr. Mabus served as chairman of Kadem Sustainable Impact Corp. from 2017 to March 2023. Mr. Mabus served as a director of Dana Incorporated until April 2022. Mr. Mabus previously served as Chairman of Foamex International from 2003 to 2007 and as Chief Executive Officer from 2006 to 2007. Mr. Mabus holds a Bachelor of Arts degree in English & Political Science from the University of Mississippi, Oxford, a Master of Arts degree in Political Science from Johns Hopkins University, and a Juris Doctor degree from Harvard Law School.
Ms. Strandberg, 63, retired at year-end 2022 from Dodge & Cox, a privately owned investment manager serving individuals and institutions globally, where she held several positions since joining in 1988, including most recently serving as Senior Vice President & Director, International Equity and as an Executive Board Member, both from 2011 to 2022. Previously, Ms. Strandberg was an Equity Research Analyst at First Boston Corporation. Ms. Strandberg serves on the Advisory Board of the Smithsonian Institution, on the board of the UC Berkeley Endowment Management Company, and on the National Board of Summer Search, a youth mentoring organization. Ms. Strandberg holds a Bachelor of Arts degree in Economics from the University of California, Berkeley, and a Master of Business Administration degree from Harvard Business School.
In connection with their appointment to the Board, each of Mr. Mabus and Ms. Strandberg is eligible to receive compensation in accordance with the Company’s Non-Employee Director Compensation Program, as such program may be amended from time to time.
Each of Mr. Mabus and Ms. Strandberg has entered into the Company’s standard form of indemnification agreement for its directors and officers.
Directors Not Standing for Re-Election at the Annual Meeting
Additionally, on April 21, 2023, each of Adam Bain and George Mattson notified the Board that he plans to retire from the Board at the end of his current term and will not stand for re-election at the Annual Meeting. Mr. Bain will continue to serve as a member of the Board until the Annual Meeting, and as a member of the Compensation Committee and chair of the Nominating and Corporate Governance Committee until May 22, 2023. Mr. Mattson will continue to serve as a member of the Board until the Annual Meeting, and as a member of the Compensation Committee and Nominating and Corporate Governance Committee until May 22, 2023. Each of Mr. Bain’s and Mr. Mattson’s decision not to stand for re-election was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.
The Company thanks Mr. Bain and Mr. Mattson for their years of service and valuable contributions to the Company.
On April 21, 2023, the Board determined that in connection with Mr. Bain and Mr. Mattson’s departures, effective as of the Annual Meeting, the size of the Board will be reduced from 11 to nine directors.
| Item 8.01. | Other Events. |
On April 25, 2023 the Company issued a press release announcing the director appointments. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated April 25, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Virgin Galactic Holdings, Inc. | ||||||
| Date: April 25, 2023 | By: | /s/ Sarah Kim | ||||
| Name: | Sarah Kim | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||
Exhibit 99.1
Virgin Galactic Announces Changes to Board of Directors
Virgin Group Executive Evan Lovell Appointed Chair of the Board of Directors
Former U.S. Secretary of the Navy Raymond Mabus, Jr. to Join Board as Lead Independent Director
Former Global Investment Manager Diana Strandberg to Join as New Director
Board Members Bring Strong Mix of Expertise, Industry Experience and Diverse Perspectives
TUSTIN, Calif. – April 25, 2023 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (the “Company” or “Virgin Galactic”) today announced several changes to Virgin Galactic’s Board of Directors including the appointment of two new directors. The Company also announced that Virgin Group’s Chief Investment Officer, Evan Lovell, has been appointed Chair of the Board of Directors, effective April 21. Lovell has served as the Company’s interim chair since February 2022 and as a member of the Company’s Board since October 2019. He is a seasoned private equity investor and operator, having invested and participated in global private equity and M&A over the past 20 years.
The Company also appointed two new directors: Raymond Mabus, Jr. and Diana Strandberg, with Mabus serving as Virgin Galactic’s Lead Independent Director. Mabus brings extensive public sector experience to the role having served as U.S. Secretary of the Navy from 2009 to 2017 and as the Governor of Mississippi. Strandberg recently retired from a distinguished career at global investment manager, Dodge & Cox, most recently holding the role of Senior Vice President and Director, International Equity and as an Executive Board Member.
Michael Colglazier, Chief Executive Officer of Virgin Galactic said: “We are thrilled to have Evan appointed as our Chair of the Board and to welcome Ray and Diana as new Board members. Evan has been an important member of our board for many years, and his experience with the Virgin Group will continue to be a strong asset going forward. Ray and Diana’s dynamic and complementary expertise in capital markets, international business and government will greatly benefit Virgin Galactic as we launch and grow our global commercial spaceline.”
Lovell said: “I am honored to be appointed as Board Chair at such an exciting time for Virgin Galactic. With the launch of commercial service, we are poised for great things, and it’s a privilege to serve in this role alongside my fellow directors as we embark on a new, growth-oriented chapter.”
Additionally, on April 21, 2023, directors Adam Bain and George Mattson notified the Board that they plan to retire from the Board at the end of their current terms and will not stand for re-election at the Company’s Annual Shareholder Meeting.
Colglazier said: “Adam and George have been deeply committed and highly valued members of our Board for many years. The business is stronger for their thoughtful counsel and expertise through key milestones, including the Company’s public listing and the development of our growth strategy and roadmap. We thank them for their excellent service and wish them all the best.”
About Evan Lovell
Mr. Lovell, 53, has served as Chair of the Company’s Board of Directors since April 2023 (after serving as Interim Chair since February 2022) and has served on the Board of Directors since October 2019. Mr. Lovell has been a Partner of Virgin Group Holdings Limited and its affiliates (collectively, the “Virgin Group”) since October 2012 and is responsible for managing the Virgin Group’s investment team
globally. Mr. Lovell has served as a director of 23andMe Holding Co. since June 2021. Mr. Lovell has served as a director of Virgin Orbit Holdings, Inc. since March 2017 and has served as its chairman since December 2021. Mr. Lovell currently serves as a member of the board of directors for a number of Virgin Group portfolio companies, including BMR Energy Ltd., V Cruises US, LLC, Virgin Cruises Intermediate Limited, Virgin Cruises Limited, Vieco 10 Limited, Virgin Hotels, LLC, Virgin Sport Group Limited, Virgin Sport Management USA, Inc. and VO Holdings, Inc. From December 2008 to June 2019, Mr. Lovell was a member of the board of directors of AquaVenture Holdings Limited, and from April 2013 to December 2016 was a member of the board of directors of Virgin America Inc. From September 1997 to October 2007, Mr. Lovell served as an investment professional at TPG Capital, where he also served on the board of a number of TPG portfolio companies. Mr. Lovell holds a bachelor’s degree in Political Science from the University of Vermont.
About Raymond Mabus, Jr.
Mr. Mabus, 74, served as the 75th United States Secretary of the Navy from 2009 to 2017. Mr. Mabus was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992, and Auditor of the State of Mississippi from 1984 to 1988. Mr. Mabus is currently CEO of The Mabus Group, a consulting company which he founded in 2017, and Vice Chair of InStride, a public benefit company. Mr. Mabus has served on the board of Hilton Worldwide Holdings, Inc. since 2017. Mr. Mabus also serves on the board of World Central Kitchen and the Environmental Defense Fund. Mr. Mabus served as chairman of Kadem Sustainable Impact Corp. from 2017 to March 2023. Mr. Mabus served as a director of Dana Incorporated until April 2022. Mr. Mabus previously served as Chairman of Foamex International from 2003 to 2007 and as Chief Executive Officer from 2006 to 2007. Mr. Mabus holds a Bachelor of Arts degree in English & Political Science from the University of Mississippi, Oxford, a Master of Arts degree in Political Science from Johns Hopkins University, and a Juris Doctor degree from Harvard Law School.
About Diana Strandberg
Ms. Strandberg, 63, retired at year-end 2022 from Dodge & Cox, a privately owned investment manager serving individuals and institutions globally, where she held several positions since joining in 1988, including most recently serving as Senior Vice President & Director, International Equity and as an Executive Board Member, both from 2011 to 2022. Previously, Ms. Strandberg was an Equity Research Analyst at First Boston Corporation. Ms. Strandberg serves on the Advisory Board of the Smithsonian Institution, on the board of the UC Berkeley Endowment Management Company, and on the National Board of Summer Search, a youth mentoring organization. Ms. Strandberg holds a Bachelor of Arts degree in Economics from the University of California, Berkeley, and a Master of Business Administration degree from Harvard Business School.
About Virgin Galactic Holdings
Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. It is developing a spaceflight system designed to connect the world to the love, wonder and awe created by space travel and to offer customers a transformative experience. You can find more information at https://www.virgingalactic.com/
For media inquiries:
Aleanna Crane - Vice President Communications
Virgingalacticpress@virgingalactic.com
575-800-4422
For investor inquiries:
Eric Cerny - Vice President Investor Relations
vg-ir@virgingalactic.com
949-774-7637
Document and Entity Information |
Apr. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Virgin Galactic Holdings, Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001706946 |
| Document Type | 8-K |
| Document Period End Date | Apr. 21, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38202 |
| Entity Tax Identification Number | 85-3608069 |
| Entity Address, Address Line One | 1700 Flight Way |
| Entity Address, City or Town | Tustin |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92782 |
| City Area Code | (949) |
| Local Phone Number | 774-7640 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.0001 par value per share |
| Trading Symbol | SPCE |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |