UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
At the annual meeting of stockholders of Viasat, Inc. (“Viasat”) held on September 3, 2020 (the “Annual Meeting”), Viasat’s stockholders approved the amendment and restatement of the 1996 Equity Participation Plan of Viasat, Inc. (as amended and restated, the “Restated Equity Plan”). The Restated Equity Plan was previously approved by the Board of Directors of Viasat (the “Board”), and implemented the following changes: (1) an increase in the number of shares of common stock available for issuance under the plan by 2,675,000 shares to a total of 38,025,000 shares; and (2) an extension of the period during which incentive stock options may be granted from 2029 to 2030. The Restated Equity Plan became effective upon stockholder approval at the Annual Meeting.
The preceding description of the Restated Equity Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Equity Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Viasat’s stockholders voted on the following four proposals and cast their votes as follows:
Proposal 1: To elect Mark Dankberg and Varsha Rao to serve as Class III Directors.
Nominee |
For | Withheld | Broker Non-Votes | |||||||||
Mark Dankberg |
50,571,715 | 3,674,543 | 5,123,088 | |||||||||
Varsha Rao |
50,620,172 | 3,626,086 | 5,123,088 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for the fiscal year ending March 31, 2021.
For |
Against |
Abstentions |
Broker Non-Votes | |||
58,600,137 | 607,470 | 161,739 | 0 |
Proposal 3: To conduct an advisory vote on executive compensation.
For |
Against |
Abstentions |
Broker Non-Votes | |||
46,243,636 | 7,801,504 | 201,118 | 5,123,088 |
Proposal 4: To approve an amendment and restatement of the 1996 Equity Participation Plan.
For |
Against |
Abstentions |
Broker Non-Votes | |||
48,558,194 | 5,523,949 | 164,115 | 5,123,088 |
Item 9.01 | Financial Statements and Exhibits. |
Exhibits.
Exhibit |
Description of Exhibit | |
10.1 | 1996 Equity Participation Plan of Viasat, Inc. (As Amended and Restated Effective September 3, 2020) | |
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.
Date: September 9, 2020 | Viasat, Inc. | |||||
By: | /s/ Brett Church | |||||
Brett Church | ||||||
Associate General Counsel |