| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders of Viasat, Inc. (“Viasat”) held on September 7, 2023 (the “Annual Meeting”), Viasat’s stockholders approved the amendment and restatement of the 1996 Equity Participation Plan of Viasat, Inc. (as amended and restated, the “Restated Equity Plan”). The Restated Equity Plan was previously approved by the Board of Directors of Viasat (the “Board”), and implemented the following changes: (1) increased the number of shares of common stock available for issuance under the Restated Equity Plan by 11,500,000 shares to a total of 55,971,000 shares; (2) extended the period during which incentive stock options may be granted from 2032 to 2033; (3) revised the individual award limitations such that not more than 2,000,000 shares subject to options or stock appreciation rights, 1,200,000 shares subject to restricted stock awards, performance awards, dividend equivalents, restricted stock unit awards or stock payment awards, or $10,000,000 in cash may be paid or granted to any one person during any fiscal year; (4) provided that all awards shall be subject to recoupment in accordance with Viasat’s existing clawback policy and any additional clawback policy adopted pursuant to applicable law and listing requirements; and (5) removed certain provisions that were previously required for awards to qualify as performance-based compensation under a now-repealed exception to Section 162(m) of the Internal Revenue Code. The Restated Equity Plan became effective upon stockholder approval at the Annual Meeting.
The preceding description of the Restated Equity Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Equity Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Also at the Annual Meeting, Viasat’s stockholders approved the amendment and restatement of the Viasat, Inc. Employee Stock Purchase Plan (as amended and restated, the “Restated Purchase Plan”). The Restated Purchase Plan was previously approved by the Board, and implemented the following changes: (1) increased the maximum number of shares of common stock that may be issued under the Restated Purchase Plan by 5,000,000 shares to a total of 11,950,000 shares; and (2) provided that the Compensation and Human Resources Committee of the Board may delegate to one or more Viasat officers the authority to make administrative decisions under the Restated Purchase Plan, including the designation of additional participating subsidiaries, subject to certain limitations. The Restated Purchase Plan became effective upon stockholder approval at the Annual Meeting.
The preceding description of the Restated Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Purchase Plan, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Viasat’s stockholders voted on the following six proposals and cast their votes as follows:
Proposal 1: To elect Mark Dankberg and Rajeev Suri to serve as Class III Directors.
| | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
Mark Dankberg | | 93,178,159 | | 2,039,151 | | 9,347,177 |
Rajeev Suri | | 94,255,210 | | 962,100 | | 9,347,177 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for the fiscal year ending March 31, 2024.
| | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 103,552,816 | | 802,008 | | 209,663 | | 0 |
