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): October 29, 2019
MAXAR TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
| 001-38228 |
| 83-2809420 |
(State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1300 W. 120th Avenue, Westminster, Colorado | | 80234 | ||
(Address of principal executive offices) | | (Zip Code) | ||
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303-684-2207 | ||||
(Registrant’s telephone number, including area code) |
N/A
(Former name or address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, at $0.0001 par value | MAXR | New York Stock Exchange, Toronto Stock Exchange |
Series A Junior Participating Preferred Stock, at $0.01 par value | --- | --- |
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)) |
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.
(d) Appointment of New Director.
On October 29, 2019, the Board of Directors (“Board”) of Maxar Technologies Inc. (“Company”) elected Eddy Zervigon to serve on the Board to fill the vacancy created by the resignation of Ms. Lori Garver. Mr. Zervigon will serve as a Director for a term expiring at the Company’s 2020 Annual Meeting of Stockholders.
Mr. Zervigon, age 50, has been a Special Advisor at Riverside Management Group, a boutique merchant bank since 2012. Previously, he was a Managing Director in the Principal Investments Group at Morgan Stanley & Co. LLC, a global financial services firm, from 1997 to 2012. Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm. Mr. Zervigon has served as a director of Bloom Energy since 2007, and serves as a member of its Audit Committee and as Chair of its Nominating, Governance and Public Policy Committee. He previously served as a director of DigitalGlobe, Inc., MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital Management, LLC. Mr. Zervigon has a B.A. in accounting and a master’s degree in taxation from Florida International University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College.
Mr. Zervigon will be appointed to the Audit Committee and the Risk Committee of the Board. The Board has determined that Mr. Zervigon qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and is independent under the corporate governance standards of the rules of the New York Stock Exchange and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Mr. Zervigon’s compensation will be consistent with that of other non-employee directors, which will be pro-rated to reflect the actual time Mr. Zervigon will serve on the Company’s Board in fiscal year 2019, paid by the Company to all of its non-employee directors and as described under “2018 Director Compensation” in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2019.
There are no arrangements or understandings between Mr. Zervigon and any other person pursuant to which he was selected as a director, and there are no transactions in which Mr. Zervigon has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with his appointment, Mr. Zervigon will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2019 and is incorporated by reference herein.
Item 7.01Regulation FD Disclosure.
On October 29, 2019, the Company issued a press release announcing Mr. Zervigon’s appointment. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is furnished with this report:
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Exhibit 99.1 |
SIGNATURE
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.
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Date: October 29, 2019 | Maxar Technologies Inc. | |
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| By: | /s/ James C. Lee |
| | Name: James C. Lee |
| | Title: Senior Vice President, General Counsel and Corporate Secretary |