UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On May 2, 2022, Plaintiff Carl A. Best (“Plaintiff”) filed a Verified Class Action Complaint (the “Complaint”) in the Delaware Court of Chancery (the “Court”) under the caption Best v. Dankberg, et al., 2022-0383-LWW (the “Action”) on behalf of a putative class of stockholders of Viasat, Inc. (“Viasat”) challenging disclosures made in connection with Viasat’s pending acquisition of all of the issued and outstanding shares of Connect Topco Limited (the “Transaction”), and alleging that the members of Viasat’s Board of Directors breached their fiduciary duties to Viasat’s stockholders in connection with disclosures made in a preliminary proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2022 (the “Preliminary Proxy”). The Complaint alleged that the Preliminary Proxy omitted material information concerning financial advisor compensation and alleged conflicts of interest in connection with the Transaction. The Action sought, among other things, a preliminary injunction against the Transaction.
On June 8, 2022, Viasat filed with the SEC a Form 14A supplemental proxy statement containing supplemental disclosures that mooted the allegations in the Action. Viasat denied and continues to deny the allegations in the Complaint. On June 9, 2022, the Court entered an order dismissing the Action as moot and retaining jurisdiction solely for adjudicating the anticipated application of Plaintiff’s counsel for an award of attorneys’ fees and expenses. Viasat subsequently agreed to pay $150,000 in attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the Action.
On March 30, 2023, the Court entered an order closing the Action, subject to Viasat filing an affidavit with the Court confirming that this notice has been issued.
In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.
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: April 14, 2023 | VIASAT, INC. | |||
| By: | /s/ Brett Church | |||
| Name: | Brett Church | |||
| Title: | Associate General Counsel | |||