UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
x Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rue 14a-12
MOTIENT CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it is determined) |
____________________________________________________________________________________
| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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o Fee paid previously with preliminary proxy materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
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| (2) | Form, Schedule or Registration Statement no.: |
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| (4) | Date Filed: |
Motient Corporation
12010 Sunset Hills Road, Suite 900
Reston, VA 20190
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Motient Corporation to be held at 10:00 a.m., local time, on July 12, 2007 at •.
The formal notice of the annual meeting and proxy statement are attached to this letter. This material contains information concerning the business to be conducted at the meeting and the nominees for election as directors.
Even if you are unable to attend the meeting in person, it is important that your shares be represented. Whether or not you plan to attend the annual meeting, please complete, date, sign and return the enclosed proxy card. You may revoke your proxy at any time before it is exercised by giving written notice to, or filing a duly executed proxy bearing a later date with the Secretary of the Company, or by voting in person at the meeting.
Sincerely,
William Freeman
Chairman of the Board
Motient Corporation
12010 Sunset Hills Road, Suite 900
Reston, VA 20190
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our Stockholders:
The 2007 annual meeting of stockholders of Motient Corporation (“Motient” or the “Company”) will be held at 10:00 a.m., local time, on July 12, 2007 at •. At the meeting, stockholders will act on the following matters:
| 1. | Election of five directors; |
| 2. | Amendment of the 2006 Motient Corporation Equity Incentive Plan to reserve an additional 5,000,000 shares of the Company’s common stock for issuance thereunder, increasing the number of shares so reserved from 10,000,000 to 15,000,000, and to increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares; |
| 3. | Amendment of the Company’s Restated Certificate of Incorporation to change the name of the Company from Motient Corporation to TerreStar Corporation; |
| 4. | Ratification of the appointment of Friedman LLP as independent auditors for the Company for the fiscal year ending December 31, 2007; and |
| 5. | Any other matters that properly come before the meeting or any postponements or adjournments thereof. |
Holders of record of Motient’s common stock at the close of business on June 6, 2007 will be entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. A list of such stockholders will be available at the Company’s headquarters, 12010 Sunset Hills Road, Suite 900, Reston, VA 20190, for examination during normal business hours by any stockholder for any purpose germane to the meeting for a period of ten days prior to the meeting.
Please date, sign and complete the enclosed proxy and return it without delay, even if you plan to attend the annual meeting, in the enclosed envelope, which requires no postage if mailed in the United States.
| By order of the Board of Directors, |
Jeffrey Epstein
| Secretary |
Reston, VA
•, 2007
Motient Corporation
12010 Sunset Hills Road, Suite 900
Reston, VA 20190
PROXY STATEMENT
We are providing this proxy statement to you in connection with the solicitation on behalf of our Board of Directors of proxies to be voted at the 2007 annual meeting of stockholders of Motient Corporation (“we,” “us,” or the “Company”) to be held on July 12, 2007, beginning at 10:00 a.m., local time, at • and at any postponements or adjournments thereof. This proxy statement and the enclosed proxy are first being mailed to the Company’s stockholders on or about •.
Our directors, officers and employees may solicit proxies in person or by telephone, mail, electronic mail, facsimile or telegram. We will pay the expenses of soliciting proxies, although we will not pay additional compensation to these individuals for soliciting proxies.
Management expects that the only matters to be presented for action at the meeting will be the election of directors, the amendment of the 2006 Motient Corporation Equity Incentive Plan to reserve an additional 5,000,000 shares of the Company’s common stock for issuance thereunder and to increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares, the amendment of the Company’s Restated Certificate of Incorporation to change the Company’s name to TerreStar Corporation and the ratification of Friedman LLP as independent auditors.
At the close of business on June 6, 2007, the record date for determining the stockholders entitled to notice of and to vote at the meeting, there were outstanding and entitled to vote • shares of the Company’s common stock, par value $0.01 per share. Each share of common stock entitles the holder to one vote on all matters presented at the meeting.
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ABOUT THE MEETING
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the matters described in the accompanying notice of meeting, including the election of five directors, the amendment of the 2006 Motient Corporation Equity Incentive Plan to reserve an additional 5,000,000 shares of the Company’s common stock for issuance thereunder and to increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares, the approval of the proposed amendment to the Company’s Restated Certificate of Incorporation to change the Company’s name to TerreStar Corporation and the ratification of Friedman LLP as our independent auditors. In addition, our management will respond to questions from stockholders.
Who is entitled to vote?
Only holders of record of the Company’s common stock at the close of business on the record date, June 6, 2007, are entitled to receive notice of and to vote at the meeting, or any postponements or adjournments of the meeting. Each holder of common stock is entitled to one vote at the annual meeting for each share held by such stockholder.
Who can attend the meeting?
All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock of the Company issued and outstanding on the record date and entitled to vote at the annual meeting will constitute a quorum. A quorum is required for business to be conducted at the meeting. As of June 6, 2007, • shares of common stock of the Company were outstanding and entitled to vote. If you submit a properly executed proxy card, even if you abstain from voting, then you will be considered for purposes of determining the presence of a quorum at the annual meeting. However, abstentions are not counted in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is treated the same as an abstention. Broker non-votes, which are described below, will also be counted for purposes of determining the presence of a quorum at the annual meeting.
How do I vote?
Mark, sign and date each proxy card you receive and return it in the prepaid envelope. Your shares will be voted as you indicate on the proxy card. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted FOR proposals 1, 2, 3 and 4.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the meeting. Regardless of the way in which you submitted your original proxy, you may change it by:
| • | Returning a later-dated, signed proxy card; |
| • | Delivering a written notice of revocation to Computershare, 250 Royall Street, Canton, Massachusetts, 02021; or |
| • | Voting in person at the meeting. |
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If your shares are held through a broker or other nominee, you will need to contact that institution if you wish to change your voting instructions.
What are the Board’s recommendations?
The Board’s recommendations are set forth after the description of each item in this proxy statement. In summary, the Board recommends a vote:
| • | FOR the election of the five persons nominated to serve as directors (see Proposal 1); |
| • | FOR the amendment of the 2006 Motient Corporation Equity Incentive Plan to reserve an additional 5,000,000 shares of the Company’s common stock for issuance thereunder and to increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares (see Proposal 2); |
| • | FOR approval of the proposed amendment to the Company’s Restated Certificate of Incorporation to change the Company’s name to TerreStar Corporation (see Proposal 3); and |
| • | FOR ratification of the Audit Committee’s selection of Friedman LLP as our independent auditors (see Proposal 4). |
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.
What vote is required to approve each item?
A quorum is required in order to transact any business at the meeting.
| • | Election of Directors. The affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote is required for the election of the nominees as directors. That is, the nominees receiving the greatest number of votes will be elected. A “WITHHELD” vote will not affect the election of the nominees as directors. |
| • | Other Proposals. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to (i) approve the amendment to the 2006 Motient Corporation Equity Incentive Plan, and (ii) ratify Friedman LLP as our independent auditors. The affirmative vote of the holders of the majority of the shares of outstanding common stock is required to amend the Company’s Restated Certificate of Incorporation. |
| • | Effect of Withheld Votes and Abstentions. In the election of directors, you may withhold your vote. Withheld votes will have no effect on the outcome of the election. You may vote to “abstain” on each of the other three proposals. If you vote to “abstain” on a proposal, your shares will be counted as present at the meeting for purposes of that proposal and will have the same effect as a vote against that proposal. |
| • | Broker-dealers who hold their customer’s shares in street name may, under the applicable rules of the exchange and other self-regulatory organizations of which the broker-dealers are members, sign and submit proxies for such shares and may vote such shares on routine matters, which under such rules typically include the election of directors and ratification of auditors. Broker-dealers may not vote such shares on other matters without specific instructions from the customers who beneficially own such shares. Proxies signed and submitted by broker-dealers which have not been voted on matters described in the previous sentence are referred to as broker non-votes. Broker non-votes on a particular matter are not deemed to be shares present and entitled to vote on such matters. Broker non-votes, if any, will not be counted as votes cast on any proposal. |
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Who will count the vote?
The Secretary of the Company will count the votes and act as the inspectors of election at the annual meeting.
What shares are included on my proxy card(s)?
The shares on your proxy card(s) represent ALL of your shares of common stock that the Company’s stock transfer records indicate that you hold. If you hold shares through a broker or other nominee, you will receive a separate voting instruction card for those shares.
What does it mean if I receive more than one proxy card?
If your shares are registered under different names or are in more than one account, you will receive more than one proxy card. To ensure that all your shares are voted, sign and return all proxy cards. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare, at (781) 575-4593.
How will voting on any other business be conducted?
We currently do not know of any business to be considered at the 2007 annual meeting other than the proposals described in this proxy statement. If any other business is properly presented at the annual meeting, your proxy gives authority to • vote on such matters at their discretion.
How much did this proxy solicitation cost?
We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing, of this proxy statement, the proxy and any additional solicitation materials furnished to the stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by telephone or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services. Except as described above, we do not presently intend to solicit proxies other than by mail.
How can I submit a stockholder proposal for the 2008 annual meeting of stockholders
To be considered for inclusion in our proxy statement and form of proxy for the 2008 annual meeting stockholder proposals must be received at our offices by •. Proposals must meet all of the requirements of the SEC and our Amended and Restated Bylaws to be eligible for inclusion in our 2008 proxy materials, and must be submitted in writing delivered or mailed to the Secretary, Motient Corporation, 12010 Sunset Hills Road, Suite 900, Reston, VA 20190. Nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy relating to the 2008 annual meeting any stockholder proposal that may be omitted from the Company’s proxy materials pursuant to applicable regulations of the SEC in effect at the time such proposal is received.
Furthermore, proposals by stockholders may be considered untimely if the Company has not received notice of the proposal by •. If a stockholder gives notice of such a proposal after this deadline, the Company’s proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal when and if the proposal is raised at the 2008 annual meeting.
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ELECTION OF DIRECTORS
(Proposal 1)
Motient’s Amended and Restated Bylaws allow for the Board of Directors to fix the number of directors, and Motient’s Board of Directors currently consists of five members. All of the current members of the Board of Directors have been nominated for election to the Board of Directors to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal.
Approval of the nominees requires the affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of the nominees. It is intended that the persons named in the proxy will, unless otherwise instructed, vote for the election of the five nominees listed below. If for any reason any nominee should not be available for election or able to serve as a director, the persons named in the proxy intend to vote for the election of such substitute nominee for director as the Board of Directors may designate. It is not anticipated that any of the nominees will be unable or unwilling to serve as a director.
The Board of Directors recommends that stockholders vote “FOR” the election of the five persons nominated to serve as directors.
The following table sets forth, for each nominee for election as a director, his name, title, age and the year in which he first became a director of the Company. The nominees have furnished the information set forth below and elsewhere in this proxy statement concerning them and their security holdings to Motient.
Name | Title | Age | Began Service |
Jacques Leduc | Director | 44 | 2006 |
David Meltzer | Director | 46 | 2006 |
William Freeman | Director and Chairman | 54 | 2007 |
Robert Brumley | Director | 58 | 2006 |
David Andonian | Director | 50 | 2006 |
Jacques Leduc. Mr. Leduc has served on our Board of Directors since April 2006. He is a co-founder and managing partner of Trio Capital Inc., a private equity and venture capital firm that he started in January 2006, which invests primarily in telecommunications and new media. He served as Chief Financial Officer of Microcell Telecommunications Inc., a nationwide wireless operator in Canada, from February 2001 through November 2004, and as Vice President Finance and Director Corporate Planning from January 1995 to February 2001. Mr. Leduc holds a Masters degree in Business Administration from Ecole des Hautes Etudes Commercials de Montreal and a Bachelors degree in Business Administration from the Universite du Quebec a Montreal. Mr. Leduc has also served as a member of the board of directors of Rural Cellular Corporation, Inc., a wireless communications service provider, since May 2005.
David Meltzer. Mr. Meltzer has served on our Board of Directors since February 2006. Mr. Meltzer has served as Senior Vice President for International Services for the American Red Cross since July 2005, with overall responsibility for international disaster response activities, international development programs and various international policy matters. From January 2002 to February 2005, Mr. Meltzer served as the General Counsel and Executive Vice President for Regulatory Affairs for Intelsat Global Service Corporation, a wholly-owned subsidiary of Intelsat, Ltd. From July 2001 to September 2001, he served as Vice President and General Counsel of Intelsat Global Services Corporation. From December 1999 to September 2001 he served as Vice President and General Counsel for Intelsat, Ltd. From 1989 to December 1999, Mr. Meltzer served in various other positions with Intelsat, including as Senior Director in the Corporate Restructuring Division. Mr. Meltzer holds a B.A. in International Relations from the University of Pennsylvania and a J.D. from George Washington University National Law Center.
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William M. Freeman. Mr. Freeman has served on the Board of Directors since February 2007, as Chairman of the Board since March 2007 and on the TerreStar Networks Inc. board of directors since May 2005. From May 2004 to February 2005, Mr. Freeman was the Chief Executive Officer of Leap Wireless International, Inc. From January 1994 to January 2004, Mr. Freeman was a senior executive, most recently President - Public Communications Group, at Verizon. Mr. Freeman also serves on the board of directors of the CIT Group, Inc. Mr. Freeman holds a B.A. in Economics from Drew University and an MBA in Finance and Management from Rutgers University. In addition, Mr. Freeman also participated in advanced management programs at Harvard, the Brookings Institute and Rutgers.
Robert H. Brumley. Mr. Brumley has served as our President and Chief Executive Officer since September 2006 and a member of our Board of Directors since July 2006. Mr. Brumley has also served as President and Chief Executive Officer of TerreStar Networks Inc. since July 2005. He has also served as the President and Chief Executive Officer of TerreStar Global since February 2006. Mr. Brumley also serves on the board of directors of iBasis, Inc. Since December 2002, Mr. Brumley served as Chairman and a Managing Member of Pegasus Global, of which he was a founder. From February 2000 until July 2002, Mr. Brumley was the Executive Vice President for Strategy and Corporate Development for Cambrian Communications, LLC, which filed for bankruptcy in September 2002. Mr. Brumley retired from the U.S. Marine Corps as a Lieutenant Colonel in 1990. Mr. Brumley holds a B.A. in Political Science and History from East Tennessee State University and a J.D. from University of Tennessee, George C. Taylor College of Law.
David Andonian. Mr. Andonian has served on our Board of Directors since May 2006. He is currently a Managing Director of Dace Ventures, where has worked since August 2006. From May 2003 to December 2004, Mr. Andonian served as Executive Chairman of the board of directors, and from January 2004 to January 2006, Mr. Andonian served as the Chief Executive Officer, of Affinnova, Inc. From December 2002 to April 2003, Mr. Andonian served as an Executive in Residence at Flagship Ventures. From July 2001 to September 2002, Mr. Andonian served as President and Chief Operating Officer at CMGI, a leading NASDAQ 100 internet marketing and infrastructure provider. At CMGI, he managed domestic and international operations and was instrumental in leading the company’s growth initiatives through its business development, mergers and acquisitions, corporate strategy and marketing functions. Prior to joining CMGI, Mr. Andonian held several executive level positions from January 1996 to November 1997 with PictureTel Corporation, including General Manager of its Personal Systems Division and Vice President of Worldwide Marketing. He began his career in sales at IBM where he spent over fifteen years in various sales, marketing and general management positions including VP of Worldwide Marketing and Brand Management for IBM’s PC Company. Mr. Andonian holds a B.A in Business Management from the Isenberg School of Management at the University of Massachusetts.
CORPORATE GOVERNANCE
On an annual basis each director and executive officer is obligated to complete a Directors and Officers Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. The Board is charged with resolving any conflicts of interest involving the Chief Executive Officer, the Chief Financial Officer or any executive officer of the Company.
Communications with the Board
Stockholders and other interested parties may communicate with one or more members of the Board or the non-management directors as a group in writing by regular mail. The following address may be used by those who wish to send such communications by regular mail:
[Board of Directors] or [Name of Individual Director(s)]
Motient Corporation
c/o General Counsel
12010 Sunset Hills Road, Suite 900
Reston, Virginia 20190
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Any such communication must contain (i) a representation that the stockholder is a holder of record of stock of the corporation, (ii) the name and address, as they appear on the Company’s books, of the stockholder sending such communication, and (iii) the class and number of shares of Motient that are beneficially owned by such stockholder.
The Board has instructed the General Counsel to review all communications so received and to exercise his discretion not to forward to the Board correspondence that is inappropriate such as business solicitations, frivolous communications and advertising, routine business matters (i.e. business inquiries, complaints, or suggestions) and personal grievances. However, any director may at any time request the General Counsel to forward any and all communications received by the General Counsel and not forwarded to the Board.
Code of Ethics
We have adopted a Code of Ethics that applies to all employees, managers and officers, including our principal executive officer, principal financial officer and principal accounting officer. This Code of Ethics has been approved by our Board of Directors, and has been designed to deter wrongdoing among officers and employees and promote honest and ethical conduct, full, fair, accurate and timely disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting of code violations, and accountability for adherence to our code. The Code of Ethics is intended to comply with Item 406 of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics is available on our website, www.motient.com, under the “Ethics Policy” tab of our “Company Information” page.
MEETINGS AND COMMITTEES OF THE BOARD
Board Meetings
The Board of Directors conducts its business through meetings and through its committees. The Board of Directors consisted of seven directors at the start of 2006. One director resigned and two were added in February, and one director was added in each of in April and May. At our annual meeting in 2006, five incumbent directors declined to stand for reelection, and five incumbent directors were reelected along with one new director. One director resigned in February 2007.
Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties and to attend all Board, applicable committee and stockholders’ meetings. The Board of Directors met 25 times during 2006. During 2006, each director attended or participated in at least 75% of the aggregate of the meetings held by our Board of Directors and each committee of the Board of Directors on which he or she served during the period for which he or she served. One member of our Board of Directors, Robert Brumley, is an employee of Motient and TerreStar Networks Inc., our majority-owned subsidiary.
Board Committees
The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees are currently the Audit Committee, the Compensation and Stock Option Committee and the Nominating Committee. In accordance with best practice, all the committees are comprised solely of non-employee, independent directors. The charter of each committee is available in print to any stockholder who requests it. The table below shows current membership of each of the standing Board committees:
Audit Committee | Compensation and Stock Option Committee | Nominating Committee |
Jacques Leduc* | David Meltzer* | David Andonian* |
David Andonian | David Andonian | Jacques Leduc |
William Freeman | William Freeman | David Meltzer |
|
| William Freeman |
* Denotes Committee Chairman |
|
|
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Audit Committee
In 2006, the Audit Committee consisted of Jonelle St. John, Raymond Steele and Gerald Goldsmith through July 2006. In July 2006, Ms. St. John and Mr. Goldsmith resigned from the Audit Committee and the Board of Directors, and Mr. LeDuc and Mr. Andonian joined the Audit Committee. Each member of the Audit Committee is independent as defined under the rules of the National Association of Securities Dealers, Inc. The Audit Committee is responsible for reviewing our internal auditing procedures and accounting controls and will consider the selection and independence of our outside auditors. During 2006, the Audit Committee met eight
times. In February 2007, Mr. Steele resigned form the Board of Directors and the Audit Committee, and Mr. Freeman joined the Audit Committee.
Our Board of Directors has determined that Jacques Leduc is the “Audit Committee financial expert” as such term is defined under Item 401(h) of Regulation S-K. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Leduc’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Leduc any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and Board of Directors, and his designation as the Audit Committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors. In making this determination, the Board of Directors considered Mr. Leduc’s educational
background, and business experience, which is described above.
Compensation and Stock Option Committee
The Compensation and Stock Option Committee or Compensation Committee consisted of Raymond Steele, Gerald Goldsmith, Gerry Kittner and Jonelle St. John through July 2006, and Raymond Steele, David Meltzer and David Andonian from July 2006 to February 2007. In February 2007 the committee was restructured to its present composition. The Compensation and Stock Option Committee is responsible for reviewing certain of Motient’s compensation programs, making recommendations to the Board of Directors with respect to compensation and administering our stock option plan. During 2006, the Compensation and Stock Option Committee met eight times.
Nominating Committee
The Nominating Committee is responsible for selecting candidates to stand for election as directors. All of the Nominating Committee members are independent as defined under the rules of the National Association of Securities Dealers, Inc. Our Nominating Committee’s charter is available on our website, www.motient.com. During 2006 the Nominating Committee met five times.
Nominations for Directors
Identifying Candidates
The Nominating Committee is responsible for screening potential director candidates and recommending qualified candidates to the Board for nomination. The committee considers recommendations of potential candidates from current directors, management and stockholders. Stockholders’ nominations for directors must be made in writing and be addressed to the Chairman of the Nominating Committee in care of the Secretary of the Company at the Company’s headquarters address listed below, and must be received no later than •, 2008 in order to be included in the proxy statement for the next annual election of directors.
Chairman of the Nominating Committee
Motient Corporation
c/o Corporate Secretary
12010 Sunset Hills Road, Suite 900
Reston, Virginia 20190
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Any such stockholder nomination notice should clearly indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the name, age, business address and residential address of the recommended candidate; (ii) the principal occupation or employment of such recommended candidate; (iii) the class and number of shares of our stock that are beneficially owned by such recommended candidate; (iv) a description of all understandings or arrangements between the stockholder and the recommended candidate and any other person or persons pursuant to which the recommendations are to be made by the stockholder; and (v) any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for the election of directors. In addition, such notice must contain (i) a representation that the stockholder is a holder of re cord of our common stock entitled to vote at such meeting; (ii) the name and address, as they appear on our books, of the stockholder proposing such nomination; (iii) the class and number of shares of our common stock that are beneficially owned by such stockholder; (iv) any material interest of the stockholder in such recommendation; and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in such stockholder’s capacity as proponent of a stockholder proposal. Assuming that a stockholder recommendation contains the information required above, the Nominating Committee will evaluate a candidate recommended by a stockholder by following substantially the same process, and applying substantially the same criteria, as for candidates identified through other sources.
Independent Director Meetings
The independent members of our Board of Directors meet in conjunction with each regularly scheduled meeting of our Board of Directors and other sessions may be called at the request of the independent directors.
Attendance at Annual Meetings
Motient does not have a policy regarding the attendance of Board members at annual meetings. No current director attended the 2006 annual meeting of stockholders in person.
Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee are independent directors, and none of them are past or present employees or officers of the Company or any of our subsidiaries. No member of our Compensation Committee has any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served on a board or compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers serve on our board or our compensation committee.
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AUDIT COMMITTEE REPORT
The Audit Committee reports as follows with respect to the audit of our fiscal 2006 audited financial statements:
Management is responsible for Motient Corporation’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of Motient’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the conformity of those audited financial statements in accordance with generally accepted accounting principles. The Audit Committee’s responsibility is to monitor and oversee these processes.
The Audit Committee has met and held discussions with management regarding the audited financials statements. Management has represented to the Audit Committee that Motient’s consolidated financial statements were prepared in accordance with generally accepted accounting principles.
We have discussed with Motient’s independent auditors, Friedman LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement on Auditing Standards No. 90, by the Auditing Standards Board of the American Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from Friedman LLP required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and have discussed with the auditors the auditors’ independence.
Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in Motient Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2006 for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Jacques Leduc (Chair)
David Andonian
William Freeman
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EXECUTIVE OFFICERS
This information is incorporated by reference from our Annual Report on Form 10-K/A filed with the Securities Exchange Commission, or SEC, on April 27, 2007.
EXECUTIVE AND BOARD COMPENSATION
This information is incorporated by reference from our Annual Report on Form 10-K/A filed with the SEC on April 27, 2007.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from our Annual Report on Form 10-K/A filed with the SEC on April 27, 2007.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
This information is incorporated by reference from our Annual Report on Form 10-K/A filed with the SEC on April 27, 2007.
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APPROVAL OF AMENDMENT TO THE 2006 MOTIENT CORPORATION EQUITY INCENTIVE PLAN
(Proposal 2)
Our stockholders are being asked to approve an amendment to our 2006 Motient Corporation Equity Incentive Plan, or the Plan, to:
| • | increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 5,000,000, to 15,000,000; and |
| • | increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares. |
The Plan currently has authority for the issuance of a total of 10,000,000 Incentive Stock Options, Non-Qualified Stock Options, Restricted Shares, Performance Shares and Performance Units.
The Board of Directors adopted the 2006 Motient Corporation Equity Incentive Plan in April 2006 and Motient’s Shareholders adopted it at the Company’s 2006 annual meeting. To date, the Board of Directors has granted under the Plan (i) an aggregate of • shares of restricted stock, vesting in five equal amounts over four years, with the first portion amount having vested upon approval of the Plan by the Stockholders, and (ii) options to purchase an aggregate of • shares of common stock at • per share, vested upon approval of the Plan by the stockholders, and plans to grant options to purchase • shares of common stock to directors reelected at the Annual Meeting who have not otherwise received stock options. For details on this grant, please see “Plan Benefits” below.
The Board of Directors believes that the amendment to increase the authorized number of shares available for issuance under the Plan is necessary to assure that a sufficient reserve of common stock is available for issuance under the Plan in order to allow us to continue to utilize equity incentives to attract and retain the services of key individuals essential to our long-term growth and financial success. The amendment to increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares is intended to allow us to issue up to 1,000,000 options during a calendar year to any individual
We rely significantly on equity incentives in the form of stock option and restricted stock grants in order to attract and retain key employees and we believe that such equity incentives are necessary for us to remain competitive in the marketplace for executive talent and other key employees. In the judgment of the Board of Directors, grants under the Plan will be a valuable incentive and will serve to the ultimate benefit of stockholders by aligning more closely the interests of Plan participants with those of the our stockholders.
Summary of the 2006 Motient Corporation Equity Incentive Plan
The following is a summary of the principal features of the Plan as currently in effect. This summary is qualified in its entirety by the detailed provisions of the Plan, which was attached to the Company’s Proxy Statement filed June 15, 2006. Any stockholder who wishes to obtain a copy of the actual Plan document may do so upon written request to Motient at 12010 Sunset Hills Road, Suite 900, Reston, VA 20190.
Administration. The Plan is administered by the Board of Directors and the Compensation Committee. Subject to the terms of the Plan, the Board of Directors or Compensation Committee may select participants to receive awards, determine the terms and conditions of awards and interpret provisions of the Plan.
Common Stock Reserved for Issuance under the Plan. The common stock issued, to the extent permitted by law, or to be issued under the Plan consists of authorized but unissued shares and treasury shares. If any shares covered by an award are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock counted against the aggregate number of shares available under the Plan with respect to the award will, to the extent of any such forfeiture or termination, again be available for making awards under the Plan.
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Eligibility. Awards may be made under the Plan to employees or outside directors of us or any of our affiliates, including any such employee who is an officer or director of us or of any affiliate, and to any other individual service provider whose participation in the Plan is determined to be in the best interests of the Company by the Compensation and Stock Option Committee. Participation in the Plan is subject to the discretion of the Board of Directors or the Compensation and Stock Option Committee. On the record date, there were approximately three executive officers, 115 employees and ten non-employee directors of the Company and its subsidiaries (including TerreStar Networks Inc. employees) who were eligible to participate in the Plan.
Amendment or Termination of the Plan. The Board of Directors may terminate or amend the Plan at any time and for any reason. The Plan shall terminate in any event ten years after its effective date. Amendments will be submitted for stockholder approval to the extent required by the Internal Revenue Code or other applicable laws.
Option Awards. The Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options.
The exercise price of each incentive stock option may not be less than 100% of the fair market value of our common stock on the date of grant. In the case of certain 10% stockholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. An exception to these requirements is made for options that the Company grants in substitution for options held by employees of companies that the Company acquires. In such a case the exercise price is adjusted to preserve the economic value of the employee’s stock option from his or her former employer.
The term of each stock option is fixed by the Board of Directors or the Compensation and Stock Option Committee and may not exceed ten years from the date of grant. The Board of Directors or the Compensation and Stock Option Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The exercisability of options may be accelerated by the Board of Directors or the Compensation and Stock Option Committee.
In general, an optionee may pay the exercise price of an option by cash, certified check, or, if permitted by the Board of Directors and/or Compensation and Stock Option Committee, by means of a broker-assisted cashless exercise, or by any other means set forth in the optionee’s award agreement that is consistent with applicable laws, regulations or rules.
Stock options granted under the Plan may not be sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution. However, we may permit limited transfers of non-qualified options for the benefit of immediate family members of grantees to help with estate planning concerns.
Effect of Certain Corporate Transactions. Certain change of control transactions involving Motient, such as a sale of the Company, may cause awards granted under the Plan to vest.
Adjustments for Stock Dividends and Similar Events. The Board of Directors will make appropriate adjustments in outstanding awards and the number of shares available for issuance under the Plan, including the individual limitations on awards, to reflect common stock dividends, stock splits and other similar events.
Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code limits publicly-held companies such as Motient to an annual deduction for federal income tax purposes of $1 million for compensation paid to their covered employees. However, performance-based compensation is excluded from this limitation. The Plan is designed to permit the Compensation and Stock Option Committee to grant options that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).
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The grant will satisfy the conditions of Section 162(m) if the grant is made by the Compensation and Stock Option Committee, the plan under which the option is granted states the maximum number of shares with respect to which options may be granted during a specified period to an employee, and under the terms of the option, the amount of compensation is based solely on an increase in the value of the common stock after the date of grant.
The maximum number of shares of common stock subject to options that can be awarded under the Plan to any person is 750,000 per year. The proposed amendment to the Plan will increase this amount to 1,000,000 per year. Notwithstanding the preceding, the maximum number of shares of common stock subject to options that can be awarded under the Plan to any person is 2,000,000, if the option is granted during the person’s first year of service in connection with such person’s hire by the Company.
U.S. Tax Consequences
Stock option grants under the Plan may be intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code or may be non-qualified stock options governed by Section 83 of the Internal Revenue Code. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by Motient. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the common stock on the exercise date and the stock option grant price. We will be entitled to a corresponding deduction on our income tax return. A participant will have no taxable income upon exercising an incentive stock option after the applicable holding periods have been satisfied (except that alternative minimum tax may apply), and we will receive no deduction when an incentive stock option is exercised. The treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. We may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.
The American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code, generally effective January 1, 2005. The IRS has so far issued only limited guidance on the interpretation of this new law. Section 409A covers most programs that defer the receipt of compensation to a succeeding year. It provides strict rules for elections to defer (if any) and for timing of payouts. There are significant penalties placed on the individual employee for failure to comply with Section 409A. However, it does not impact our ability to deduct deferred compensation.
As described above, awards granted under the Plan may qualify as “performance-based compensation” under Section 162(m) of the Tax Code in order to preserve our federal income tax deductions with respect to annual compensation required to be taken into account under Section 162(m) that is in excess of $1 million and paid to one of our five most highly-compensated executive officers. To so qualify, options and other awards must be granted under the Plan by a committee consisting solely of two or more “outside directors” (as defined under Section 162 regulations) and satisfy the Plan’s limit on the total number of shares that may be awarded to any one participant during any calendar year. In addition, for awards other than options to qualify, the grant, issuance, vesting or retention of the award must be contingent upon satisfying one or more of the performance criteria, as established and certified by a committee consisting solely of two or more “outside directors.”
For a discussion of our executive compensation philosophy, see Part III, Item 10, “Compensation Discussion and Analysis” of our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 27, 2007.
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Plan Benefits
The Board of Directors has granted (i) an aggregate of • shares of restricted stock, vesting in five equal amounts over four years, with the first portion amount having vested upon approval of the Plan by the stockholders, and (ii) options to purchase an aggregate of • shares of common stock at • per share, which vested upon approval of the Plan by the stockholders. Shares of restricted stock granted under the Plan are held by non-employee directors as follows: •
Newly appointed or elected directors will receive the above outlined grant of restricted stock upon joining the board, and directors who are reelected to the board will receive a grant of options to purchase 15,000 shares of common stock at a price of the fair market value of the common stock at the time of the annual meeting.
Equity Compensation Plans
The following table provides information as of December 31, 2006 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
|
| A |
| B |
| C | ||||||
Plan Category |
| Number of Securities to be |
| Weighted |
| Number of Securities | ||||||
Equity Compensation Plans |
| 366,066 |
| $23.28 |
| 9,633,934 | ||||||
Equity Compensation Plans Not Approved by Stockholders (2) |
|
- |
|
- |
|
- | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| 366,066 |
|
|
| $23.28 |
|
|
| 9,633,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Consists of our 2002 Stock Option Plan and 2006 Equity Incentive Plan.
(2) Consists of our 2004 Restricted Stock Plan.
_____________________
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Recommendation of the Company’s Board
The Board of Directors unanimously approved the amendment of the 2006 Motient Corporation Equity Incentive Plan to (i) increase the number of shares of the Company’s common stock reserved for issuance thereunder by 5,000,000 shares to a total of 15,000,000 shares, and (ii) increase the maximum number of options issuable to any single individual in any year from 750,000 to 1,000,000 shares. The Board of Directors has determined that such amendment is advisable and in the best interests of the Company and the Company’s stockholders.
The Board of Directors recommends a vote FOR approval of the amendment of the 2006 Motient Corporation Equity Incentive Plan.
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AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO TERRESTAR CORPORATION
(Proposal 3)
The Board of Directors has adopted resolutions approving, declaring advisable and recommending that the Company’s stockholders approve an amendment to Motient’s Restated Certificate of Incorporation, as amended, to change its corporate name from “Motient Corporation” to “TerreStar Corporation.” If approved, the change in corporate name will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of Delaware. The Company currently plans to file the certificate of amendment as soon as reasonably practicable after receiving approval of the amendment from its stockholders.
If this proposal is approved, Article 1 of the Restated Certificate of Incorporation, as amended, will be amended to read in its entirety as follows:
“The name of the corporation is TerreStar Corporation (the “Corporation”).”
Purpose and Rationale for the Proposed Amendment
The Board is recommending the approval of the Company’s name change to reflect the transformation that the Company has experienced in recent years. In 2006, Motient undertook a series of transactions that restructured the Company, resulting in the sale of the Company’s legacy terrestrial business, the divesture of most of the Company’s investment in Mobile Satellite Ventures LP, and the acquisition of additional interests in TerreStar Networks Inc. The Board believes that changing the Company’s name to reflect the name of its primary subsidiary will further promote the national awareness of the Company in the minds of consumers, vendors, stockholders and the investment community.
Effect of the Proposed Amendment
If approved by stockholders, the change in corporate name will not affect the validity or transferability of any existing stock certificates that bear the name “Motient Corporation.” If the proposed name change is approved, stockholders with certificated shares should continue to hold their existing stock certificates. The rights of stockholders holding certificated shares under existing stock certificates and the number of shares represented by those certificates will remain unchanged. Direct registration accounts and any new stock certificates that are issued after the name change becomes effective will bear the name “TerreStar Corporation.”
Currently Motient’s stock is quoted on the pink sheets under the symbol “MNCP.PK.” If the proposed name change is approved, the stock will trade under the symbol “•.”
If the proposal to change the corporate name is not approved, the proposed amendment to the Company’s Restated Certificate of Incorporation will not be made and its corporate name will remain unchanged.
Required Approvals
The affirmative vote of the holders of a majority of the total number of shares of common stock outstanding as of the record date will be required to approve this proposal. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
The Board recommends that you vote FOR the amendment to the Restated Certificate of Incorporation, and your proxy will be so voted unless you specify otherwise.
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RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS
(Proposal 4)
The Audit Committee of our Board of Directors appointed the firm of Friedman LLP, independent auditors, for the fiscal year ended December 31, 2007. The Audit Committee is asking the stockholders to ratify this appointment. The affirmative vote of a majority of the shares represented and voting at the annual meeting is required to ratify the selection of Friedman LLP. Friedman LLP has served in this capacity since 2004.
In the event the stockholders fail to ratify the appointment, our Audit Committee will reconsider its selection. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and our stockholders.
The Company has invited representatives of Friedman LLP to participate in the annual meeting of stockholders, but is unsure if they will do so.
Audit Fees
The following table presents fees for professional services rendered by Friedman LLP and billed to us for the audit of our annual financial statements for the years ended December 31, 2006 and 2005, and fees for other services billed by Friedman LLP during those periods:
Fees |
| 2006 |
| 2005 |
Audit fees |
| $675,397 |
| $867,356 |
Audit-related fees |
| 20,164 |
| 93,024 |
Tax fees |
| 102,541 |
| 91,884 |
All other fees |
| 0 |
| 0 |
Total |
| $798,102 |
| $1,052,224 |
Audit Fees. Annual audit fees relate to services rendered in connection with the audit of the annual financial statements included in our Annual Report on Form 10-K, the quarterly reviews of financial statements included in our Quarter Reports on Form 10-Q, registration statement consent procedures and audit and testing of the Company’s internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.
Audit-Related Fees. Audit-related services include fees for consultations concerning financial accounting and reporting matters and for services in connection with our 401(k) Plan. Audit-related fees are disclosed as those audit-related fees paid during the specified fiscal year.
Tax Fees. Tax services include fees for tax compliance, tax advice and tax planning. Tax fees are disclosed as those tax fees paid during the specified fiscal year.
All Other Fees. Includes fees related to permitted corporate finance assistance and permitted advisory services.
Audit Committee Policies
The Audit Committee is solely responsible for the approval in advance of all audit and permitted non-audit services to be provided by the independent auditors (including the fees and other terms thereof), subject to the de minimis exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Audit Committee prior to the completion of the audit. None of the fees listed above are for services rendered pursuant to such de minimis exceptions.
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The Board of Directors recommends a vote FOR the ratification of the Audit Committee’s appointment of Friedman LLP as independent auditors.
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NO INCORPORATION BY REFERENCE OF CERTAIN PORTIONS OF THIS PROXY STATEMENT
Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings made by us under those statutes, the Audit Committee Report is not to be incorporated by reference into any such prior filings, nor shall such report be incorporated by reference into any future filings made by us under those statutes.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company’s directors, its executive officers, and any persons holding more than ten percent of a registered class of the Company’s equity securities are required to report their ownership of the Company’s common stock and other equity securities and any changes in that ownership to the SEC. Based solely upon a review of forms received by us and written representations of the reporting persons, we believe that all filing requirements applicable to the Company’s officers, directors and greater than 10% stockholders have been met for the fiscal year ended December 31, 2006. All such forms have since been filed.
2006 ANNUAL REPORT
We filed an Annual Report on Form 10-K with the Securities and Exchange Commission on March 30, 2007 and an Annual Report on Form 10-K/A with the Securities and Exchange Commission on April 27, 2007. Stockholders may obtain a copy of this report, without charge, by writing to the attention of Investor Relations, at our principal executive offices, located at 12010 Sunset Hills Road, Suite 900, Reston, Virginia 20190.
THE BOARD OF DIRECTORS OF MOTIENT CORPORATION
•, 2007
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MOTIENT CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
JULY 12, 2007
This Proxy is Solicited on Behalf of the Board of Directors of the Company.
The undersigned hereby constitutes and appoints •, and each of them, true and lawful agents and proxies (“Proxies”), with full power of substitution and revocation in each, to attend the annual meeting of stockholders of Motient Corporation to be held at 10:00 a.m., local time, on July 12, 2007, at •, and any adjournment thereof, and thereat to vote all shares of common stock, par value $0.01 per share, of the Company, which the undersigned would be entitled to vote if personally present upon the matters set forth on the reverse side and such other business as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder and in accordance with the judgment of the Proxies as to other matters. If directed by the undersigned to vote for the nominees, or if no direction is made, the votes represented by this proxy will be voted FOR the five nominees listed on the reverse side, provided, however, that (i) if directed by the undersigned to withhold votes from one or more nominees, the votes represented by this proxy will be voted FOR the remaining nominees as set forth above, and (ii) if, prior to the election, any such nominee shall be unable to serve or for good cause will not serve, the Proxies may vote for such other persons as may be nominated. If no direction is made, this proxy will be voted FOR Proposals 2, 3 and 4. This proxy will be voted in the discretion of the Proxies upon the approval of minutes of prior meetings of the stockholders if such approval does not amount to ratification of the action taken at that meeting and such other business as may properly come before the meeting or any adjournment thereof. The undersigned hereby revokes any proxy or proxies heretofore given to vote such shares at said meeting or any adjournments thereof.
The undersigned hereby acknowledges prior receipt of a copy of the Notice of Annual Meeting of Stockholders and proxy statement related to the July 12, 2007 annual meeting of the stockholders of Motient Corporation. This proxy may be revoked at any time before it is voted by returning a later-dated, signed proxy card, delivering a written notice of revocation at any time before it is voted by returning a later-dated, signed proxy card, delivering a written notice of revocation to Computershare, 250 Royall Street, Canton, MA 02021 or voting in person at the meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
| 1. | Election of Directors | ||||
| Nominees: | (1) William Freeman, (2) David Andonian, (3) Robert Brumley, (4) Jacques Leduc, (5) David Meltzer | ||||
| For All Nominees o Withheld From All Nominees o | |||||
| For nominees, except vote withheld from the following nominee(s):______________________ | |||||
| 2. | Proposal to amend the 2006 Motient Corporation Equity Incentive Plan | ||||
| For o Against o Abstain o | |||||
| 3. | Proposal to amend the Motient Restated Certificate of Incorporation, as amended, to change the corporate name to TerreStar Corporation For o Against o Abstain o | ||||
| 4. | Proposal to ratify appointment of Friedman LLP as independent auditors for the fiscal year ending December 31, 2007. For o Against o Abstain o | ||||
| o | Change of address/comments below | ||||
INSTRUCTIONS:
1. | Please sign exactly as name is printed hereon. |
| 2. | If shares are held jointly, each holder should sign. |
| 3. | If signing as executor or trustee or in similar fiduciary capacity, please give full title as such. |
| 4. | If a corporation, please sign full corporate name by President or other authorized officer. |
| 5. | If a partnership, please sign partner’s name by authorized person. |
_______________________________________________ | _________________________ |
| SIGNATURE(S) | DATE |
| (Change of address/comments) |
_______________________________________________
_______________________________________________
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.