Form 8-K

 

 

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 4, 2011

 

 

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33963   26-1344998

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(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))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Stockholders of Iridium Communications Inc. was held on May 4, 2011 in McLean, Virginia. Of the 70,253,601 shares outstanding as of the record date, 58,889,320 shares (approximately 83.8%) were present or represented by proxy at the meeting.

At the Annual Meeting of Stockholders, our stockholders: (i) approved the election of Robert H. Niehaus, J. Darrel Barros, Scott L. Bok, Thomas C. Canfield, Brigadier Gen. Peter M. Dawkins (Ret.), Matthew J. Desch, Alvin B. Krongard, Terry L. Jones, Steven B. Pfeiffer and Parker W. Rush; (ii) approved the non-binding advisory resolution regarding executive compensation; (iii) cast the highest number of votes for voting on an annual basis with regard to the non-binding advisory resolution regarding the frequency of the non-binding vote on executive compensation; and (iv) approved the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011.

(b) The final results of the voting on the matters submitted to the stockholders are as follows:

1. To elect ten directors to serve until the 2012 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

 

Name

   Votes For    Votes
Withheld
   Broker Non-Votes

Robert H. Niehaus

   44,986,410    601,517    13,301,393

J. Darrel Barros

   45,445,662    142,265    13,301,393

Scott L. Bok

   44,886,632    701,295    13,301,393

Thomas C. Canfield

   45,445,271    142,656    13,301,393

Brigadier Gen. Peter M. Dawkins (Ret.)

   45,437,995    149,932    13,301,393

Matthew J. Desch

   45,445,462    142,465    13,301,393

Terry L. Jones

   45,429,267    158,660    13,301,393

Alvin B. Krongard

   45,442,346    145,581    13,301,393

Steven B. Pfeiffer

   45,449,067    138,860    13,301,393

Parker W. Rush

   45,436,711    151,216    13,301,393

2. To approve the non-binding advisory resolution regarding executive compensation.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

45,067,775   159,587   360,565   13,301,393

3. To approve the non-binding advisory resolution regarding the frequency of the non-binding vote on executive compensation.

 

One Year

 

Two Years

 

Three Years

 

Votes Abstaining

 

Broker Non-Votes

32,776,797   110,393   7,771,734   2,603,222   15,627,174

4. To ratify the selection by the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2011.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

58,775,847   90,271   23,202   0


(d) The Board of Directors has decided to include a stockholder vote on executive compensation in its proxy materials every year.

Item 7.01. Regulation FD Disclosure.

On May 4, 2011, we issued a press release announcing the appointment of Thomas D. Hickey as our Chief Legal Officer and Secretary. The text of the press release is included as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number

  

Description

99.1

   Press release dated May 4, 2011


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 5, 2011     By:  

/s/ THOMAS J. FITZPATRICK

      Name:            Thomas J. Fitzpatrick
      Title:              Chief Financial Officer