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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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment
On August 24, 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”) elected Henio R. Arcangeli, Jr. as a director, with an initial term expiring at the 2024 annual meeting of the Company’s stockholders. The Board has determined that Mr. Arcangeli is independent under applicable standards.
Mr. Arcangeli, 60, most recently served as Senior Vice President of the Automobile Division of American Honda Motor Co., Inc., where he oversaw the Honda and Acura brands within the Automobile Division, from 2017 to 2020. Prior to American Honda, from 2014 to 2016, Mr. Arcangeli was President of Yanmar North America, a global manufacturer of diversified industrial and consumer products. Prior to that, Mr. Arcangeli served as a senior executive with Yamaha Motor Corporation USA for eight years, including serving as President of the Motorsports Group Company. From 2002 to 2006, he was an executive at Pioneer Electronics (USA), including serving as President & Chief Operating Officer of the Strategic Business Services Group. Earlier, he held senior roles at Thermador Corporation, as well as General Electric Company. Mr. Arcangeli currently serves as an Advisor to Ouster, Inc. and ICON Aircraft Company, is a member of the Board of Trustees and past Chairman of Kettering University, is a member of the Board of Directors for the Long Beach Rescue Mission, and Chairman of the Long Beach Rescue Mission Foundation. Mr. Arcangeli holds a bachelor’s degree in mechanical engineering from the General Motors Institute (now Kettering University), a master of engineering (mechanical) from Cornell University and a master in business administration from Stanford Graduate School of Business.
In connection with his appointment to the Board, Mr. Arcangeli 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.
Mr. Arcangeli has entered into the Company’s standard form of indemnification agreement for its directors and officers.
Director Retirement
Additionally, on August 24, 2023, Dr. Wanda Austin notified the Board and the Company that she is retiring from the Board, effective immediately. Dr. Austin’s retirement 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 Dr. Austin for her years of service and valuable contributions to the Company.
Item 8.01. | Other Events. |
On August 24, 2023 the Company issued a press release announcing the election of Mr. Arcangeli to the Board and Dr. Austin’s retirement. 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 No. |
Description | |
99.1 | Press Release, dated August 24, 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: August 24, 2023 |
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By: | /s/ Sarah Kim | |||
Name: | Sarah Kim | |||||
Title: | Executive Vice President, Chief Legal Officer and Secretary |