8-K
EchoStar CORP (SATS)
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 3, 2024 (May 3, 2024)
ECHOSTAR CORPORATION
(Exact name of registrant as specified in its charter)
001-33807 (Commission File Number)
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|---|---|---|
| Nevada | | 26-1232727 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 9601 South Meridian Boulevard | | |
| Englewood , Colorado | | 80112 |
| (Address of principal executive offices) | | (Zip code) |
(303) 723-1000 (Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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|---|---|---|---|---|
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.001 par value | | SATS | | The Nasdaq Stock Market L.L.C. |
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| ☐ | 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 the Exchange Act (17 CFR 240.13e-4(c)) |
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.
On May 3, 2024, EchoStar held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”).
The following matters were voted upon at the Annual Meeting:
| a. | The election of Kathleen Q. Abernathy, Hamid Akhavan, George R. Brokaw, Stephen J. Bye, James DeFranco, R. Stanton Dodge, Cantey M. Ergen, Charles W. Ergen, Lisa W. Hershman, Tom A. Ortolf, and William D. Wade as directors to serve until the 2025 annual meeting of shareholders or until their respective successors shall be duly elected and qualified; |
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| b. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
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| c. | The amendment and restatement of our Employee Stock Purchase Plan. |
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The following are the final voting results for each of the items voted upon at the Annual Meeting:
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|---|---|---|---|---|---|---|
| | | | | | | Broker |
| Election of directors: | | For | | Withheld | | Non-Votes |
| Kathleen Q. Abernathy | | 1,398,822,480 | | 4,051,792 | | 17,101,876 |
| Hamid Akhavan | | 1,400,399,869 | | 2,474,403 | | 17,101,876 |
| George R. Brokaw | | 1,399,374,172 | | 3,500,100 | | 17,101,876 |
| Stephen J. Bye | | 1,396,042,013 | | 6,832,259 | | 17,101,876 |
| James DeFranco | | 1,395,490,927 | | 7,383,345 | | 17,101,876 |
| R. Stanton Dodge | | 1,369,188,891 | | 33,685,381 | | 17,101,876 |
| Cantey M. Ergen | | 1,383,158,330 | | 19,715,942 | | 17,101,876 |
| Charles W. Ergen | | 1,382,671,683 | | 20,202,589 | | 17,101,876 |
| Lisa W. Hershman | | 1,375,984,240 | | 26,890,032 | | 17,101,876 |
| Tom A. Ortolf | | 1,395,599,276 | | 7,274,996 | | 17,101,876 |
| William D. Wade | | 1,387,746,059 | | 15,128,213 | | 17,101,876 |
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| Ratification of the appointment of KPMG LLP: | | | | | | |
| For | 1,417,316,160 | |||||
| Against | 1,341,865 | |||||
| Abstain | 1,318,123 | |||||
| | | | | | | |
| Amendment and Restatement of our Employee Stock Purchase Plan: | | | | | | |
| For | 1,401,301,715 | |||||
| Against | 287,048 | |||||
| Abstain | 1,285,509 | |||||
| Broker Non-Votes | 17,101,876 | |||||
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Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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| ECHOSTAR CORPORATION<br><br> | |||
| Date: May 3, 2024 | By: | /s/ Dean A. Manson | |
| Dean A. Manson<br><br>Chief Legal Officer and Secretary | |||
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