SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12

VIASAT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Shareholder Engagement

August 2019

2

Non-GAAP Financial Measures

This presentation includes non-GAAP financial measures such as Adjusted EBITDA to supplement Viasat’s consolidated financial statements presented on a GAAP basis.  We believe these measures are

appropriate to enhance an overall understanding of Viasat’s past financial performance and prospects for the future.  However, the presentation of this additional information is not meant to be considered in isolation

or as a substitute for measures of financial performance prepared in accordance with GAAP.  A reconciliation between the non-GAAP financial information and the most comparable GAAP financial information is

provided in the Appendix.

References in this presentation to “FY” or “Fiscal Year” refer to fiscal years of Viasat, Inc., being the fiscal year ended March 31st of such year. All other references are to calendar years.

Disclaimer

This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange 

Act of 1934. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. We use 

words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to

identify forward-looking statements. In addition, statements that refer to projections of earnings, revenue, costs or other financial items; anticipated growth and trends in our business or key markets; future

economic conditions and performance; the development, customer acceptance and anticipated performance of technologies, products or services; satellite construction and launch activities; the performance and

anticipated benefits of our ViaSat-2 and ViaSat-3 class satellites and any future satellite we may construct or acquire; the impacts on overall coverage area, planned services and financial results of the identified

antenna deployment issue on the ViaSat-2 satellite; the expected completion, capacity, service, coverage, service speeds and other features of our satellites, and the timing, cost, economics and other benefits

associated therewith; anticipated subscriber growth; plans, objectives and strategies for future operations; and other characterizations of future events or circumstances, are forward-looking statements. Readers

are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially

include: our ability to realize the anticipated benefits of the ViaSat-2 and ViaSat-3 class satellites and any future satellite we may construct or acquire; unexpected expenses related to our satellite projects; our

ability to successfully implement our business plan for our broadband services on our anticipated timeline or at all; risks associated with the construction, launch and operation of satellites, including the effect of 

any anomaly, operational failure or degradation in satellite performance; our ability to realize the anticipated benefits of our acquisitions or strategic partnering arrangements; our ability to successfully develop,

introduce and sell new technologies, products and services; audits by the U.S. government; changes in the global business environment and economic conditions; delays in approving U.S. government budgets 

and cuts in government defense expenditures; our reliance on U.S. government contracts, and on a small number of contracts which account for a significant percentage of our revenues; reduced demand for

products and services as a result of continued constraints on capital spending by customers; changes in relationships with, or the financial condition of, key customers or suppliers; our reliance on a limited number

of third parties to manufacture and supply our products; increased competition; introduction of new technologies and other factors affecting the communications and defense industries generally; the effect of

adverse regulatory changes (including changes affecting spectrum availability or permitted uses) on our ability to sell or deploy our products and services; changes in the way others use spectrum; our inability to

access additional spectrum, use spectrum for additional purposes, and/or operate satellites at additional orbital locations; competing uses of the same spectrum or orbital locations that we utilize or seek to utilize;

the effect of recent changes to U.S. tax laws; our level of indebtedness and ability to comply with applicable debt covenants; our involvement in litigation, including intellectual property claims and litigation to 

protect our proprietary technology; our dependence on a limited number of key employees.  In addition, please refer to the risk factors contained in our SEC filings available at www.sec.gov, including our most

recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are

made. We undertake no obligation to revise or update any forward-looking statements for any reason.

Forward-Looking Statements

3

Government Systems

Satellite and tactical broadband networking creating innovative new mission and

network-centric fixed and mobile resilient government communications

Key segments:

›

Government mobile broadband

›

Government cybersecurity and information assurance

›

Satellite communications systems

›

Tactical data links

Viasat helps solve complex communication problems

Satellite Services

High-speed broadband services for consumer,

enterprise and mobile broadband customers

High-speed in-flight internet and wireless       

in-flight entertainment

Key segments:

›

Fixed broadband

›

In-flight services

›

Mobile broadband

Commercial Networks

Innovates, develops and produces technology that enables broadband services

to fixed, nomadic and mobile users

Key segments:

›

Mobile broadband satellite communication systems

›

Fixed satellite networks

›

Antenna systems

›

Space-to-earth connectivity systems

Notable Customers and End Markets

Business Segments

FY 2019 Revenue

Consumers

Government

Commercial

Air

Enterprises

Military

Satellite Services

33%

Government

Systems

46%

Commercial

Networks

21%

4

3-5 Years

3-4 Years

Investments create assets for long-term revenue

generation

Lifecycle of a VSAT satellite demonstrates non-linear

financial cadence

Development Phase

Construction & Pre-Service

Launch Phase

Post Launch Phase

›

Large upfront investment in R&D as

specifications and technology for the

satellite are finalized

›

Acquire favorable long-term

financing

›

Contract with third-party for the

construction and launch of the

satellite

›

Cash outflows continue as a result of high

capital expenditures and opex associated

with satellite construction

›

No revenue for new satellite and growth is

likely muted for existing satellites as they

reach more mature phases

›

Healthy cash flow from existing satellites

fuels multi-year investment in growth

initiatives

›

As satellite enters commercial service, increased revenues

coupled with reduced capital expenditures create positive

inflection point for cash flow

›

Expanded bandwidth capacity and geographic coverage

enables growth in service offerings within new and existing

markets

›

Expansion pf consumer revenue base

drives Adj. EBITDA growth

Launch of Commercial

Service on Satellite

Cash flow

breakeven

Substantial R&D investment and operating costs associated with the launch of commercial service temporarily puts transitory pressure on Adj. EBITDA

and cash flow leading up to and in the first year after service launch, making individual years difficult to measure, but historical trends show these

investments enable long-term growth and stockholder value creation

5

Principal Strategy Elements

Our business strategy has delivered strong financial results

FY’19

Adj. EBITDA

$339

million

(+44% YOY)

Margin

16%

(+1.7% YOY)

New contract

awards

$2.4 billion

(+42% YOY)

U.S. Residential

subscribers

586K

4

(+2% YOY)

(1) Detailed reconciliation of Net Income to Adjusted EBITDA provided in Appendix

(2) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue

(3) Includes follow-on awards and optional renewals to existing contracts

(4) As of Q4 FY 2019 close

›

Leverage opportunities to

create or address new and

adjacent markets as

technological advancements

disrupt existing business

models and drive shifts in

target markets or user demand

Continue Expansion into

New and Adjacent Markets

Improved capabilities in large

geographic areas provide

strong growth potential

•

1 million people within

walking range of hotspots in

Mexico

›

Vertically integrated end-to-end

platform of leading broadband

technologies positions us to

drive operating efficiencies and

cost-effectively deliver our

diverse portfolio of offerings

Drive Efficiencies of Scale

and Operations

Improved operating efficiencies

contributed to 44% year-over-

year Adj. EBITDA growth for

FY19

ViaSat-3 global satellite

constellation to further drive

scale and operational efficiencies

›

As our unique offerings

become increasingly attractive

internationally, our investment

in new satellites is expected to

create global coverage and

enables the scalable, long-term

global expansion of our

business

Continue International

Expansion

Expanded Community Wi-Fi

into Mexico and Brazil in FY19

with global expansion potential

ViaSat-3 class satellites

expected to provide broadband

services over the Americas,

EMEA and APAC regions

›

Actively seek strategic

relationships with companies

whose financial, marketing,

operational or technological

resources can accelerate the

introduction of new technologies,

offerings or the penetration of

new markets

Pursue Growth Through

Strategic Alliances,

Partnering Arrangements

and Relationships

Strategic partnering with China

Satcom expected to bring IFC

service to airlines over China

Collaboration with Facebook to

provide internet connectivity to

remote regions in Mexico

›

Through a focus on R&D, we

aim to maintain our leadership

position in satellite systems,

technologies and services,

while expanding efforts in

wireless communications, cloud

networking and security

Maintain Focus on

Technology Leadership

Rapid growth of in-flight

connectivity (IFC) is driving

revenues and market share

gains

•

1,312 tails in service

(4)

•

700+ IFC terminal shipments

Revenue

$2.1

billion

(+30% YOY)

1

2

3

6

Key strategic initiatives driving performance

›

Focus on driving improved economics by leveraging deep technological expertise to serve specialized markets (e.g., government,

aeronautical)

›

30% year-over-year FY19 revenue growth, driven by strong execution across diversified business lines; performance demonstrates

the strength of our model as offerings on the newly in-service ViaSat-2 satellite generated growth

›

Record new contract awards of $2.4B for FY19, up 42% year-over-year, including $1.2B in government systems segment

(0.4)%

23.6%

VSAT

S&P Mid-

Cap 400

+40%

YTD TSR

Source: Capital IQ as of 8-Jul-2019

Continued disruption of the IFC market

Successful expansion in key geographies

Significant progress in ViaSat-3 satellite

construction

Dec –

Feb

Overall market selloff

sparked by trade

tensions with China

and weakening

investor sentiment

August –

October

Large planned expenditures to fund

new satellite builds, enabling long-

term growth

Oct –

Nov

Record contract

awards drive

strong Q2 2019

earnings beat

Feb –

Today

Following a selloff in the broader market, record

revenues and new contract awards prove Viasat’s

business strategy is working, positioning the

Company for continued success

Jul-2019

Jun-2019

Jul-2018

7

Experienced and diverse board

Robert Johnson

Independent Director

›

Venture capital experience dating back to

1980

›

Provides business and corporate finance

expertise

Harvey White

Independent Director

›

Founder, Former Chairman and CEO at Leap

Wireless

›

Co-founder of QUALCOMM

›

Provides first-hand operational, management,

and leadership experience

Mark Dankberg

Chief Executive Officer and Chairman

of the Board

›

Co-founded Viasat Inc. in 1986

›

Recognized as a leading expert and visionary

in the aerospace, defense and satellite

communications space

John Stenbit

Independent Director

›

Former Assistant Secretary of Defense at

Command, Control, Communications, and

Intelligence

›

Provides technological, defense and national

security expertise

Frank Biondi, Jr.

Independent Director

›

Senior managing director at WaterView Advisors

›

Former Chairman/CEO at Universal Studios

›

Former CEO at Viacom

›

Provides leadership and Board experience

Varsha Rao

Independent Director

›

Director, CEO at Nurx

›

Former COO at Clover Health

›

Brings international e-commerce, media, and

telecommunications expertise

Sean Pak

Lead Independent Director

›

Partner at Quinn Emanuel Urquhart & Sullivan

›

Provides intellectual property development,

strategy and enforcement, and technological

and engineering expertise

Richard A. Baldridge

Director, President, Chief Operating Officer

›

Joined Viasat in 1999; prior to Viasat, held

roles at Raytheon and General Dynamics

›

Provides operational and financial expertise

4

4

Four new

directors

in last five

years

In 2019, we added the Lead Independent Director role to provide

independent oversight and leadership through:

Serving as liaison between Chairman and rest of the Board

Calling meetings of the independent directors

Presiding over all meeting where the Chairman is not present

The Board

Committees

Management

›

The Nomination, Evaluation and

Corporate Governance Committee

assesses the skills required of our

directors to align with our current

needs, which informs refreshment

›

The Board completes an annual self-

evaluation, results of which inform

whether the Board is equipped to

provide comprehensive, effective

oversight

›

Comprehensive approach to risk

management assessed and

overseen by the Board

›

Management provides timely,

comprehensive information to the

Board to support its role in oversight,

approval and decision-making

Risk Oversight

Board Evaluation and Refreshment

8

CEO FY2019 compensation program overview

Compensation linked to long-term drivers and rigorous strategic goals

(1)

Attributable to VSAT Common Stockholders

(2)

Adjusted

EBITDA

defined

as

net

income

(loss)

attributable

to

Viasat,

Inc.

before

interest,

income

taxes,

depreciation

and

amortization,

adjusted

to

exclude

certain

significant

items

–

See

appendix for a reconciliation to net income

Element

Form

Factors

/ Metrics Used to Determine Pay / Vesting Period

Base Salary

100% Cash

External Industry and peer group data

Contributions related to performance, leadership, long-term strategy development, stockholder value creation, skills critical

to VSAT success

Annual Bonus

100% Cash

33.3% Company Financial Performance

10.0% Non-GAAP Diluted Net Income Per Share

(1)

12.5%

Adjusted

EBITDA

(2)

7.5% New Contract Awards

12.5% Total Revenues

7.5% Net Operating Asset Turnover

33.3% Leadership

Defining, managing and attaining corporate goals, exemplifying and promoting ethics and integrity throughout the company

33.3% Strategic

Industry positioning, short-term and long-term strategies, measurable progress in key business areas and effective pursuit of growth strategies

Long-Term

Incentive Plan

58% Performance-

based

stock options

100% TSR relative to S&P Midcap 400 over four-year period

–

Target achieved

at

50

th

percentile

–

25

th

–

90

th

percentile: vest between 50% –

175% of target

–

25th percentile: options forfeited

Vest ratably over four year period

42% Restricted stock

units

Vest ratably over four year period

Fiscal

2019

targets

set

above

fiscal

2018’s

target

and

actual

performance

levels

Fiscal 2019 Net Income and EPS were muted due to certain costs being capitalized

in 2018 and expensed in 2019, as expected, after ViaSat-2 was put into service

50% -

175% vest

50

th

(target)

25

th

90

th

Awards forfeited

Percentile

No additional award

9

Leadership Performance

Led significant progress toward constellation of next-gen

broadband satellites (i.e., ViaSat-3)

Directed commitment to creating an ethical culture; employee

engagement level exceeding the industry

Recognized for contribution to the global communications

industry as a distinguished

innovator

Provided leadership and contributed to receipt of 2018

Platinum Cybersecurity industry award

CEO FY2019 compensation decisions

Determination of base salary and annual bonus supported by measurable factors

Factors considered

for the CEO’s fiscal

2019 annual salary

Successful launch of commercial broadband services on ViaSat-2

Setting new records for revenue, operating profit and Adjusted EBITDA in government systems segment

Continued expansion into the IFC market

Progress with the

ViaSat-3

satellite systems and advances in the development and execution of strategies to facilitate global expansion

Factors considered

for the CEO’s fiscal

2019 annual bonus

Strategic Performance

Attained record revenue and new contract awards,

up 30%

and 42% year-over-year, respectively

Improved operational efficiency; all business segments

reporting improved Adjusted EBITDA

Continued building awareness and credibility; expanded

connectivity services in Mexico and Brazil

Continued disruption of the IFC market; 1,300+ commercial

aircraft utilizing IFC systems, up 107% year-over-year

Given the long-cycle nature of our business and our focus on long-term performance, in addition to quantifiable results,

achievements in strengthening our strategic positioning are a significant factor in determining executive compensation

10

CEO compensation tied to performance

Compensation remains at-risk and is increasingly comprised of performance-based

equity, reflective of our pay-for-performance philosophy

2019: 89% At-Risk

58% Performance-Based

2018: 89% At-Risk

56% Performance-Based

2017: 88% At-Risk

15% Performance-Based

Performance-based stock options

added to FY18 compensation program

Pay mix reflective of target compensation levels

Base Salary

12%

Annual

Bonus

15%

Stock

Options

37%

Restricted

Stock Units

36%

Base Salary

11%

Annual

Bonus

13%

Performance

Stock

Options

43%

Restricted

Stock Units

33%

Base Salary

11%

Annual

Bonus

16%

Performance

Stock

Options

43%

Restricted

Stock Units

30%

11

Amendment of 1996 equity participation plan

Equity participation plan is essential to our long-term growth and

shareholder value creation

Equity incentive awards are an important part of our compensation

philosophy that allows us to properly tie NEO interests to the long-term

interests of shareholders by allowing NEOs to benefit directly from our

growth, development and financial success

Enable us to retain the services of the type of professional, technical

and managerial employees considered essential to our long term

success through the full lifecycle of our extended period investments

New equity is necessary for maintaining a low employee turnover rate,

even outside of the NEOs

The existing plan, which was only intended to serve two years, is

insufficiently funded given expected needs

Our equity incentive awards are carefully managed by our

Compensation and Human Resources Committee

The restated equity plan combines compensation and governance

best practices

Stockholder approval required for additional shares (no evergreen

provision)

One-year minimum vesting provision

Monitor grants to prevent dilution or excessive burn or overhang rates

Limitations on equity awards

Reasonable share counting provisions

Dividends and dividend equivalents may not be paid on awards

subject to vesting conditions unless and until such conditions are met

X

No discount stock options or stock appreciation rights

X

No single trigger vesting of awards

X

No share repricing

X

No tax gross-ups

Our strategy is working

VSAT

annual

employee

turnover

Industry

average

annual

employee

turnover

(1)

22%

9%

Employees

holding

equity awards

46%

VS.

(1)

Q1 2019

Radford Trends Report, reflecting employee turnover rate in similar industries

Reconciliation

Appendix

13

Adjusted EBITDA Reconciliation

$ in millions

FY18

FY19

Net Loss Attributable to Viasat, Inc.

($67)

($68)

(+) Benefit from Income Taxes

($35)

($41)

(+) Interest Expense

$2

$50

(+) Depreciation & Amortization

$256

$319

(+) Stock-Based Compensation Expense

$69

$79

(+) Loss on Extinguishment of Debt

$10

--

Adj. EBITDA

$235

$339

Source: Company filings