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8-K

Iridium Communications Inc. (IRDM)

8-K 2021-05-17 For: 2021-05-12
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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) May 12, 2021

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-33963 26-1344998
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (I.R.S. Employer<br> <br>Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol(s) Name of each exchange<br> <br>on which registered
Common Stock, $0.001 par value IRDM The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Iridium Communications Inc. (the “Company”) was held virtually on May 12, 2021. Of the 134,111,085 shares of common stock, par value $0.001 per share, outstanding as of the close of business on the record date of March 15, 2021, 123,984,091 shares, or approximately 92.44%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal 1 — Election of Directors

The following thirteen (13) directors were elected to serve for one-year terms until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Name Votes For Votes<br>Withheld Broker Non-Votes
Robert H. Niehaus 113,999,539 1,079,426 8,905,126
Thomas C. Canfield 113,541,612 1,537,353 8,905,126
Matthew J. Desch 114,316,077 762,888 8,905,126
Thomas J. Fitzpatrick 111,417,599 3,661,366 8,905,126
L. Anthony Frazier 114,906,248 172,717 8,905,126
Jane L. Harman 114,267,610 811,355 8,905,126
Alvin B. Krongard 110,501,236 4,577,729 8,905,126
Suzanne E. McBride 112,796,475 2,282,490 8,905,126
Admiral Eric T. Olson (Ret.) 114,410,872 668,093 8,905,126
Steven B. Pfeiffer 113,438,676 1,640,289 8,905,126
Parker W. Rush 113,889,037 1,189,928 8,905,126
Henrik O. Schliemann 114,871,957 207,008 8,905,126
Barry J. West 114,501,235 577,730 8,905,126

Proposal 2 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

For Against Abstain Broker Non-Votes
111,176,670 3,754,961 147,334 8,905,126

Proposal 3 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

For Against Abstain
122,040,575 1,729,254 214,262

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.

IRIDIUM COMMUNICATIONS INC.
Date: May 17, 2021 By: /s/ Thomas J. Fitzpatrick
Name: Thomas J. Fitzpatrick
Title: Chief Financial Officer