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.
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Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is furnished with this report:
