Attached files
| file | filename |
|---|---|
| EX-99 - EXHIBIT 99 - ORBCOMM Inc. | c16284exv99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2011
ORBCOMM Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33118 | 41-2118289 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2115 Linwood Avenue, Suite 100 Fort Lee, New Jersey |
07024 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (201) 363-4900
(Former name or former address, if changed since last report.)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2011, the shareholders of ORBCOMM Inc. (the “Company”) approved an amendment to the
ORBCOMM Inc. 2006 Long-Term Incentives Plan (the “LTIP”) to increase the maximum number of shares
of common stock available for delivery under the LTIP by 5 million shares, from 4,641,374 shares to
9,641,374 shares, as described in the Company’s proxy statement dated March 31, 2011 for the
Company’s 2011 Annual Meeting of Stockholders. The Board of Directors adopted the LTIP amendment
on March 2, 2011, subject to approval by the Company’s shareholders at the 2011 Annual Meeting.
The LTIP was originally adopted by the Board of Directors on May 11, 2006 and approved by the
Company’s shareholders in September 2006.
The amended LTIP permits the grant of a variety of awards to employees (including our named
executive officers) and prospective employees, including stock options, stock appreciation rights,
restricted stock, restricted stock units, stock, performance units and performance shares. The
number of shares authorized for delivery under the original LTIP is 4,641,374, and the amended LTIP
increases the aggregate number by 5 million shares. No awards may be granted under the amended
LTIP after September 2016.
The foregoing description of the amended LTIP is not complete and is qualified in its entirety by
reference to the amended LTIP, a copy of which is included as Exhibit 99 and is incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 28, 2011, ORBCOMM Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders. The
final results for each of the proposals submitted for shareholder vote at the Annual Meeting are
set forth below.
Proposal 1: Election of three Class II directors with terms expiring at the 2014 Annual Meeting.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Marc J. Eisenberg | 25,212,687 | 595,308 | 13,124,748 | |||
| Timothy Kelleher | 25,214,461 | 593,534 | 13,124,748 | |||
| John Major | 22,339,624 | 3,468,371 | 13,124,748 |
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2011.
| Votes For | Votes Against | Abstentions | ||
| 38,697,103 | 211,267 | 24,373 |
Proposal 3: Approval of amendment to the Company’s 2006 Long-Term Incentives Plan to increase the
maximum number of shares of common stock available for delivery by 5 million shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,663,796 | 5,973,943 | 170,256 | 13,124,748 |
Proposal 4: Advisory vote to approve executive compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 25,284,783 | 329,376 | 193,836 | 13,124,748 |
Proposal 5: Advisory vote on frequency of executive compensation shareholder vote.
| 1 Year | 2 Year | 3 Year | Abstentions | Broker Non-Votes | ||||
| 21,793,772 | 2,408,118 | 1,376,780 | 78,943 | 13,275,130 |
The option of holding the advisory vote on executive compensation every year was selected, on an
advisory basis, by more than 50% of the votes cast on the proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99 | ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended effective April 28, 2011 |
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.
| ORBCOMM Inc. | ||||||||
| By: | /s/ Christian Le Brun | |||||||
| Name: | Christian Le Brun | |||||||
| Title: | Executive Vice President and General Counsel | |||||||
Date: May 3, 2011