Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amended and Restated 2015 Equity Incentive Plan
As described in Item 5.07 below, onMay 4, 2023 , at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") ofIridium Communications Inc. (the "Company"), the Company's stockholders approved theIridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the "Amended and Restated Plan"), under which a maximum of 33,597,991 shares of common stock are reserved for issuance pursuant to stock options and other equity awards, plus shares underlying outstanding awards granted under theIridium Communications Inc. 2012 Equity Incentive Plan (the "2012 Plan") that may be added to the Amended and Restated Plan's share reserve under its terms. The Amended and Restated Plan was previously approved, subject to stockholder approval, by the Compensation Committee of the Board of Directors (the "Board") of the Company. The Amended and Restated Plan became effective immediately upon stockholder approval at the Annual Meeting. A summary of the material terms of the Amended and Restated Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onMarch 17, 2023 (the "Proxy Statement") as Proposal 4, beginning on page 25, and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held virtually onMay 4, 2023 . Of the 126,573,225 shares of common stock, par value$0.001 per share, outstanding as of the close of business on the record date ofMarch 9, 2023 , 119,049,359 shares, or approximately 94%, 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 twelve (12) directors were elected to serve for one-year terms until the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
Name Votes For Votes Withheld Broker Non-Votes Robert H. Niehaus 109,229,124 2,351,844 7,468,391 Thomas C. Canfield 110,209,610 1,371,358 7,468,391 Matthew J. Desch 110,718,050 862,918 7,468,391 Thomas J. Fitzpatrick 99,470,826 12,110,142 7,468,391 L. Anthony Frazier 111,381,560 199,408 7,468,391 Jane L. Harman 111,058,522 522,446 7,468,391 Alvin B. Krongard 99,219,223 12,361,745 7,468,391 Suzanne E. McBride 101,604,015 9,976,953 7,468,391 Admiral Eric T. Olson (Ret.) 110,135,474 1,445,494 7,468,391 Parker W. Rush 109,714,546 1,866,422 7,468,391 Kay N. Sears 111,379,580 201,388 7,468,391 Jacqueline E. Yeaney 111,337,573 243,395 7,468,391
Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
For Against Abstained Broker Non-Votes 107,344,375 4,049,586 187,007 7,468,391
-------------------------------------------------------------------------------- Proposal 3 - Indication, on a non-binding advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. One Year Two Years Three Years Abstained Broker Non-Votes 108,463,445 189,523 2,754,502 173,498 7,468,391 Proposal 4 - Approval of the Company's Amended and Restated 2015 Equity Incentive Plan. For Against Abstained Broker Non-Votes 95,180,509 16,211,007 189,452 7,468,391
Proposal 5 - Ratification of the appointment of
For Against Abstained 118,785,597 110,431 153,331
Item 7.01 Regulation FD Disclosure.
OnMay 5, 2023 , the Company announced that its board of directors had declared a cash dividend on its common stock of$0.13 per share. The dividend is payable onJune 30, 2023 , to stockholders of record as ofJune 15, 2023 .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 10.1Iridium Communications Inc.
Amended and Restated 2015 Equity
Incentive Plan. 104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document).* * Submitted electronically with this Report in accordance
with the provisions of
Regulation S-T
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