UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On April 3, 2020, Jacqueline Reses resigned as a director of Intelsat S.A. (the “Company”), effective immediately. Ms. Reses’s resignation is related to her duties and responsibilities as an executive at Square Inc. and is not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices. The Company thanks Ms. Reses for her service.
On April 3, 2020, the Company notified the New York Stock Exchange (the “NYSE”) that, following the resignation of independent director Jacqueline Reses from the Company’s board of directors effective April 3, 2020, the Company has only four independent directors serving on its eight-member board of directors. Accordingly, effective April 3, 2020, the Company’s board of directors no longer satisfies Section 303A.01 of the NYSE Listed Company Manual, which requires that the board of directors of a listed company be comprised of a majority of independent directors. In order to cure the deficiencies described in the previous paragraph, the board of directors of the Company is actively searching for a qualified independent director to replace Ms. Reses.
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The information regarding Ms. Reses’s resignation contained in Item 3.01 above is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
| Exhibit |
Description | |||
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||
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.
| INTELSAT S.A. | ||||||
| Date: April 3, 2020 |
By: |
/s/ Michelle Bryan | ||||
| Name: |
Michelle Bryan | |||||
| Title: |
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary | |||||