UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 15, 2021, Intelsat S.A. (the “Company”) held its 2021 Annual General Meeting of Shareholders (the “AGM”) and an Extraordinary General Meeting of Shareholders (the “EGM”) in Luxembourg.
AGM Voting Results
The final AGM voting results are set forth below. For more information on the proposals, see the Company’s definitive proxy statement with respect to the AGM on Schedule 14A, filed with the SEC on April 27, 2021 (as amended, the “AGM Proxy Statement”).
Proposal 1: By the following vote, the shareholders approved the Company’s statutory stand-alone financial statements for the year ended on December 31, 2020 (containing 2019 and 2020 financial information):
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 55,333,631 |
11,640,533 |
4,245,420 |
0 |
Proposal 2: By the following vote, the shareholders approved the Company’s consolidated financial statements for the year ended on December 31, 2020 (containing 2019 and 2020 financial information):
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 55,327,181 |
11,648,703 |
4,243,700 |
0 |
Proposal 3: By the following vote, the shareholders approved the allocation of the Company’s annual results for the year ended on December 31, 2020:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 55,162,382 |
11,786,969 |
4,270,233 |
0 |
Proposal 4: This proposal was withdrawn prior to the AGM.
Proposal 5: By the following vote, the following three persons were elected to serve as Class II directors of the Company, each for a term ending at the Company’s 2024 annual general meeting of shareholders:
| Nominee |
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | ||||
| Robert Callahan |
56,304,821 | 13,401,120 | 1,513,643 | 0 | ||||
| David McGlade |
56,175,240 | 13,550,970 | 1,493,374 | 0 | ||||
| Stephen Spengler |
56,369,809 | 13,357,673 | 1,492,102 | 0 |
Proposal 6: By the following vote, the shareholders approved the directors’ remuneration for the year 2021:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 55,293,535 |
14,429,574 |
1,496,475 |
0 |
Proposal 7: By the following vote, the shareholders approved the re-appointment of KPMG LLP as Independent Registered Public Accounting Firm and of KPMG Luxembourg, S.C. as approved statutory auditor (réviseur d’entreprises agréé) of the Company:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 58,455,685 |
12,048,134 |
715,765 |
0 |
Proposal 8: By the following vote, the shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the AGM Proxy Statement:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 52,450,143 |
13,841,685 |
4,927,756 |
0 |
EGM Voting Results
The final EGM voting results are set forth below. For more information on the proposal, see the Company’s definitive proxy statement with respect to the EGM on Schedule 14A, filed with the SEC on May 6, 2021.
Proposal 1: By the following vote, the shareholders approved continuing the Company and not dissolving the Company:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 61,392,674 |
351,032 |
10,948,945 |
0 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
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: June 16, 2021 | By: | /s/ Michelle Bryan | ||||
| Name: | Michelle Bryan | |||||
| Title: | General Counsel, Chief Administrative Officer & Secretary | |||||