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): February 3, 2020
VIASAT, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-21767 |
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33-0174996 |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (760) 476-2200
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) |
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(Trading Symbol) |
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(Name of Each Exchange on which Registered) |
| Common Stock, par value $0.0001 per share |
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VSAT |
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The Nasdaq Stock Market LLC |
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. |
Effective February 3, 2020, the Board of Directors (the “Board”) of Viasat, Inc. (the “Company”) appointed Theresa Wise, Ph.D. as a director to fill a vacancy on the Board. Dr. Wise will serve as a Class I director, with an initial term expiring at the Company’s 2021 Annual Meeting of Stockholders. With the appointment of Dr. Wise, the Board now consists of eight members, six of whom are independent directors.
Dr. Wise is Chief Executive Officer and principal for Utaza, LLC, an information technology consulting company, a role she has held since 2017. Dr. Wise is the former Senior Vice President and Chief Information Officer of Delta Air Lines, a commercial airline, a role she held from 2008 to 2016. Prior to joining Delta, Dr. Wise held a number of positions at Northwest Airlines Corporation, a commercial airline, including serving as the company’s Chief Information Officer from 2001 until Northwest Airlines Corporation’s merger with Delta in 2008. Dr. Wise currently serves on the Board of Directors of Impinj, Inc., a manufacturer of radio-frequency identification devices and software, and TCF Financial Corporation, a financial services company. Dr. Wise received a B.A. degree in mathematics and chemistry from St. Olaf College and Ph.D. and M.S. degrees in applied math from Cornell University.
Dr. Wise will be compensated under the Company’s non-employee director compensation policy as in effect from time to time, as most recently described in the Company’s 2019 proxy statement filed with the Securities and Exchange Commission on July 18, 2019. Dr. Wise will also enter into the Company’s standard form of director and officer indemnification agreement.