Iridium Communications Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$IRDM
Telecommunications Equipment
Telecommunications
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 20, 2026
____________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||||||||||||
| incorporation) | Identification No.) | |||||||||||||
(Address of principal executive offices)
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. o
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, on May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Iridium Communications Inc. (the “Company”), the Company’s stockholders approved the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated Plan”), under which a maximum of 42,947,991 shares of common stock are reserved for issuance pursuant to stock options and other equity awards, plus shares underlying outstanding awards granted under the Iridium Communications Inc. 2012 Equity Incentive 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 Board of Directors 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 the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”) as Proposal 4, beginning on page 23, and is incorporated herein by reference. That summary and the foregoing description are qualified 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 was held virtually on May 20, 2026. Of the 105,717,973 shares of common stock, par value $0.001 per share, outstanding as of the close of business on the record date of March 23, 2026, 85,797,450 shares, or approximately 81.2%, 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 eleven directors were elected to serve for one-year terms until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Robert H. Niehaus | 75,648,972 | 1,276,853 | 8,871,625 | |||||||||||||||||
| Louis M. Alterman | 76,540,466 | 385,359 | 8,871,625 | |||||||||||||||||
| Thomas C. Canfield | 75,380,305 | 1,545,520 | 8,871,625 | |||||||||||||||||
| Matthew J. Desch | 73,971,771 | 2,954,054 | 8,871,625 | |||||||||||||||||
| Thomas J. Fitzpatrick | 75,914,504 | 1,011,321 | 8,871,625 | |||||||||||||||||
| L. Anthony Frazier | 76,387,708 | 538,117 | 8,871,625 | |||||||||||||||||
| Suzanne E. McBride | 75,051,463 | 1,874,362 | 8,871,625 | |||||||||||||||||
| Admiral Eric T. Olson (Ret.) | 74,838,154 | 2,087,671 | 8,871,625 | |||||||||||||||||
| Kay N. Sears | 72,615,803 | 4,310,022 | 8,871,625 | |||||||||||||||||
| Monique S. Shivanandan | 76,015,050 | 910,775 | 8,871,625 | |||||||||||||||||
| Jacqueline E. Yeaney | 76,299,823 | 626,002 | 8,871,625 | |||||||||||||||||
Proposal 2 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
The Company’s stockholders approved Proposal 2.
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 66,205,295 | 10,109,733 | 610,797 | 8,871,625 | |||||||||||||||||
Proposal 3 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Company’s stockholders approved Proposal 3.
| For | Against | Abstained | ||||||||||||
| 85,605,107 | 105,156 | 87,187 | ||||||||||||
Proposal 4 — Approval of the Company’s Amended and Restated 2015 Equity Incentive Plan.
The Company’s stockholders approved Proposal 4.
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 69,856,505 | 6,954,485 | 114,835 | 8,871,625 | |||||||||||||||||
Item 7.01 Regulation FD Disclosure.
On May 20, 2026, the Board of Directors of the Company declared a cash dividend on its common stock of $0.15 per share. The dividend is payable on June 30, 2026, to stockholders of record as of June 15, 2026.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 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 | ||||||||
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 20, 2026 | By: | /s/ Kathleen A. Morgan | |||||||||||
| Name: | Kathleen A. Morgan | |||||||||||||
| Title: | Chief Legal Officer | |||||||||||||