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): January 27, 2012
ViaSat, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-21767 | 33-0174996 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of Principal Executive Offices, Including Zip Code)
(760) 476-2200
(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:
| ¨ | 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. |
At the annual meeting of stockholders of ViaSat, Inc. held on January 27, 2012, ViaSat’s stockholders voted on the following four proposals and cast their votes as follows:
Proposal 1: To elect Mark Dankberg, Michael Targoff and Harvey White to serve as Class III Directors.
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Mark Dankberg |
34,913,369 | 440,827 | 4,252,798 | |||||||||
| Michael Targoff |
31,305,558 | 4,048,638 | 4,252,798 | |||||||||
| Harvey White |
34,779,130 | 575,066 | 4,252,798 | |||||||||
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as ViaSat’s independent registered public accounting firm for the fiscal year ending March 30, 2012.
| For |
Against |
Abstentions |
Broker Non-Votes | |||||
| 39,405,319 |
169,816 | 31,859 | 0 |
Proposal 3: To conduct an advisory vote on executive compensation.
| For |
Against |
Abstentions |
Broker Non-Votes | |||||
| 34,673,686 |
636,818 | 43,692 | 4,252,798 |
Proposal 4: To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 25,483,920 |
8,429,070 | 1,394,390 | 46,816 | 4,252,798 |
Based on these results, the Board has determined that the Company will hold an advisory vote on executive compensation every year.
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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.
| Date: January 30, 2012 |
ViaSat, Inc. | |||
| By: | /s/ Paul G. Castor | |||
| Paul G. Castor | ||||
| Associate General Counsel | ||||
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