Iridium Communications Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:57

Proxy Results, Regulation FD Disclosure, Management Change/Compensation (Form 8-K)

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amended and Restated 2015 Equity Incentive Plan
As described in Item 5.07 below, on May 20, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Iridium Communications Inc. (the "Company"), the Company's stockholders approved the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the "Amended and Restated Plan"), under which a maximum of 42,947,991 shares of common stock are reserved for issuance pursuant to stock options and other equity awards, plus shares underlying outstanding awards granted under the Iridium Communications Inc. 2012 Equity Incentive Plan that may be added to the Amended and Restated Plan's share reserve under its terms. The Amended and Restated Plan was previously approved, subject to stockholder approval, by the Board of Directors of the Company. The Amended and Restated Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Amended and Restated Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026 (the "Proxy Statement") as Proposal 4, beginning on page 23, and is incorporated herein by reference. That summary and the foregoing description are qualified by reference to the text of the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held virtually on May 20, 2026. Of the 105,717,973 shares of common stock, par value $0.001 per share, outstanding as of the close of business on the record date of March 23, 2026, 85,797,450 shares, or approximately 81.2%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal 1 - Election of Directors
The following eleven directors were elected to serve for one-year terms until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
Name Votes For Votes Withheld Broker Non-Votes
Robert H. Niehaus 75,648,972 1,276,853 8,871,625
Louis M. Alterman 76,540,466 385,359 8,871,625
Thomas C. Canfield 75,380,305 1,545,520 8,871,625
Matthew J. Desch 73,971,771 2,954,054 8,871,625
Thomas J. Fitzpatrick 75,914,504 1,011,321 8,871,625
L. Anthony Frazier 76,387,708 538,117 8,871,625
Suzanne E. McBride 75,051,463 1,874,362 8,871,625
Admiral Eric T. Olson (Ret.) 74,838,154 2,087,671 8,871,625
Kay N. Sears 72,615,803 4,310,022 8,871,625
Monique S. Shivanandan 76,015,050 910,775 8,871,625
Jacqueline E. Yeaney 76,299,823 626,002 8,871,625
Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
The Company's stockholders approved Proposal 2.
For Against Abstained Broker Non-Votes
66,205,295 10,109,733 610,797 8,871,625
Proposal 3 - Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Company's stockholders approved Proposal 3.
For Against Abstained
85,605,107 105,156 87,187
Proposal 4 - Approval of the Company's Amended and Restated 2015 Equity Incentive Plan.
The Company's stockholders approved Proposal 4.
For Against Abstained Broker Non-Votes
69,856,505 6,954,485 114,835 8,871,625
Item 7.01 Regulation FD Disclosure.
On May 20, 2026, the Board of Directors of the Company declared a cash dividend on its common stock of $0.15 per share. The dividend is payable on June 30, 2026, to stockholders of record as of June 15, 2026.
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