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): June 16, 2020
Intelsat S.A.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Grand Duchy of Luxembourg | | 001-35878 | | 98-1009418 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
|
4 rue Albert Borschette Luxembourg Grand Duchy of Luxembourg L-1246 (Address of principal executive offices) |
+352 27-84-1600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
Common Shares, nominal value $0.01 per share | | INTEQ1 | | OTC Pink Marketplace1 |
1 On May 20, 2020, the New York Stock Exchange (“NYSE”) filed a Form 25 with the U.S. Securities and Exchange Commission to delist the common shares, $0.01 par value, of Intelsat S.A. (the “Registrant”) from the NYSE. The delisting became effective 10 days after the Form 25 was filed. The deregistration of the common shares under Section 12(b) of the Act will become effective 90 days after the filing date of the Form 25, at which point the common shares will be deemed registered under Section 12(g) of the Act. The Registrant’s common shares began trading on the OTC Pink Marketplace on May 19, 2020 under the symbol “INTEQ.”
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2020, Intelsat S.A. (the “Company”) amended its articles of incorporation (the “Articles”). The amendment was executed in order to update the amount of the Company’s issued share capital outstanding, in accordance with applicable Luxembourg law. A copy of the amendment is being furnished hereto as Exhibit 99.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 17, 2020, the Company held its 2020 Annual General Meeting of Shareholders in Luxembourg. The final voting results are set forth below. For more information on the proposals, see the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on April 28, 2020 (the “Proxy Statement”).
Proposal 1: By the following vote, the shareholders approved the Company’s statutory stand-alone financial statements for the year ended on December 31, 2019 (containing 2018 and 2019 financial information):
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 78,447,449 | | | | 2,092,772 | | | | 388,201 | | | | 0 | |
Proposal 2: By the following vote, the shareholders approved the Company’s consolidated financial statements for the year ended on December 31, 2019 (containing 2018 and 2019 financial information):
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 78,432,043 | | | | 2,079,797 | | | | 416,585 | | | | 0 | |
Proposal 3: By the following vote, the shareholders approved the allocation of the Company’s annual results for the year ended December 31, 2019:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 77,837,182 | | | | 2,148,129 | | | | 943,112 | | | | 0 | |
Proposal 4: By the following vote, the shareholders approved granting discharge (quitus) to the directors of the Company for the proper performance of their duties for the year ended December 31, 2019:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 66,863,511 | | | | 12,278,423 | | | | 445,965 | | | | 0 | |
Proposal 5: By the following vote, the following two persons were elected to serve as Class I directors of the Company, each for a term ending at the Company’s 2023 annual general meeting of shareholders:
| | | | | | | | | | | | | | | | | | |
Nominee | | | Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | Justin Bateman | | | | 64,770,395 | | | | 4,971,632 | | | | 9,845,872 | | | | 0 | |
| | Raymond Svider | | | | 56,486,459 | | | | 13,249,878 | | | | 9,851,561 | | | | 0 | |
Proposal 6: By the following vote, the shareholders approved the directors’ remuneration for the year 2020:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 66,069,444 | | | | 10,652,378 | | | | 2,866,077 | | | | 0 | |
Proposal 7: By the following vote, the shareholders approved the re-appointment of KPMG LLP as Independent Registered Public Accounting Firm and of KPMG Luxembourg, S.C. as approved statutory auditor (réviseurs d’entreprises agréés) of the Company:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 78,280,364 | | | | 620,372 | | | | 2,027,687 | | | | 0 | |
Proposal 8: By the following vote, the shareholders approved the renewal for a further five-year period (ending on June 17, 2025) of the authorization to the Company to purchase, acquire, receive or hold shares of any class in the Company within certain limits and subject to certain price parameters:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 64,360,992 | | | | 13,904,435 | | | | 2,662,998 | | | | 0 | |
Proposal 9: By the following vote, the shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers (“NEOs”), as disclosed in the Proxy Statement:
| | | | | | | | | | | | | | |
Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
| | 63,941,597 | | | | 12,904,158 | | | | 2,742,143 | | | | 0 | |
Proposal 10: By the following vote, the shareholders approved, on a non-binding, advisory basis, a 1-YEAR frequency for future non-binding, advisory votes of shareholders to approve compensation for the NEOs:
| | | | | | | | | | | | | | | | | | |
Every 1-Year | | | Every 2-Years | | | Every 3-Years | | | Votes Abstaining | | | Broker Non-Votes | |
| | 76,341,985 | | | | 204,538 | | | | 272,063 | | | | 2,769,314 | | | | 0 | |
The Compensation Committee of the Board of Directors previously approved a frequency of every one (1) year to seek shareholder approval, on a non-binding, advisory basis, of the compensation of the NEOs as disclosed in the Proxy Statement until the 2021 annual general meeting of shareholders of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
| | | | | | |
| | | | INTELSAT S.A. |
| | | | | | | |
Date: June 18, 2020 | | | | By: | | /s/ Michelle Bryan |
| | | | Name: | | Michelle Bryan |
| | | | Title: | | Executive Vice President, General Counsel, Chief |
| | | | | | Administrative Officer & Secretary |
