Maxar Technologies Inc. (Form: 8-K, Received: 01/19/2021 06:46:05)

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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 19, 2021

MAXAR TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-38228	83-2809420
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 W. 120^th Avenue, Westminster, Colorado		80234
(Address of principal executive offices)		(Zip Code)

303-684-2207
(Registrant’s telephone number, including area code)

N/A

(Former name or address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, at $0.0001 par value	MAXR	New York Stock Exchange, Toronto Stock Exchange

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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director.

On January 19, 2021, the Board of Directors (“Board”) of Maxar Technologies Inc. (“Company”) increased the size of the Board from ten to eleven members and elected Dr. Heather Wilson to serve on the Board to fill the vacancy, effective January 19, 2021. Dr. Wilson will serve as a Director for a term expiring at the Company’s 2021 Annual Meeting of Stockholders.

Dr. Wilson, age 60, has served as President of The University of Texas at El Paso since August 2019. Previously, Dr. Wilson was the Secretary of the United States Air Force from May 2017 through May 2019 and President of the South Dakota School of Mines and Technology from June 2013 through May 2017. From 1998 to 2009, Dr. Wilson represented Albuquerque, New Mexico in the U.S. House of Representatives, where she was a senior member of the House Energy and Commerce Committee and Chair of the House Intelligence Subcommittee on Technical and Tactical Intelligence. She is a former U.S. Air Force officer. Dr. Wilson previously served on the Boards of Peabody Energy (NYSE: BTU) from August 2013 through April 2017 and Raven Industries (NASDAQ: RAVN) from February 2016 to May 2017. Dr. Wilson is a member of the National Science Board and chairs the Women in Aviation Advisory Board of the Federal Aviation Administration. Dr. Wilson holds a Bachelor of Science Degree from the U.S. Air Force Academy, and earned her Master’s and Doctoral degrees from Oxford University in England as a Rhodes Scholar.

The Board has determined that Dr. Wilson is independent under the corporate governance standards of the rules of the New York Stock Exchange and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Dr. Wilson will serve on the Compensation Committee and the Risk Committee of the Board.

Dr. Wilson’s compensation will be consistent with that of other non-employee directors, which will be pro-rated to reflect the actual time Dr. Wilson will serve on the Company’s Board in fiscal year 2021, paid by the Company to its non-employee directors and generally as described under “2019 Director Compensation” in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2020.

There are no arrangements or understandings between Dr. Wilson and any other person pursuant to which she was selected as a director, and there are no transactions related to the Company in which Dr. Wilson has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with her appointment, Dr. Wilson will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2019 and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On January 19, 2021, the Company issued a press release announcing Dr. Wilson’s appointment. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished with this report:


Exhibit 99.1	Press Release dated January 19, 2021.
104	Cover Page Interactive Data File (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.


Date: January 19, 2021	Maxar Technologies Inc.


	By:	/s/ James C. Lee
		Name: James C. Lee
		Title: Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

NEWS RELEASE

Maxar Technologies Appoints The University of Texas at El Paso President, Former Congresswoman and Former Air Force Secretary Dr. Heather Wilson to its Board of Directors

Westminster, Colo. – January 19, 2021 – Maxar Technologies (NYSE:MAXR) (TSX:MAXR), a trusted partner and innovator in Earth Intelligence and Space Infrastructure, today announced the appointment of Dr. Heather Wilson to serve on the Company’s Board of Directors. Dr. Wilson will serve as a Director for a term expiring at the Company’s 2021 Annual Meeting of Stockholders when she will stand for election by the stockholders.

Dr. Wilson, age 60, has served as President of The University of Texas at El Paso since 2019. Previously, she was the Secretary of the United States Air Force from May 2017 through May 2019. From 1998 to 2009, Dr. Wilson represented Albuquerque, New Mexico in the U.S. House of Representatives, where she was a senior member of the House Energy and Commerce Committee and Chair of the House Intelligence Subcommittee on Technical and Tactical Intelligence. Before becoming Secretary of the Air Force, Dr. Wilson served on the boards of Peabody Energy (NYSE:BTU) and Raven Industries (NASDAQ:RAVN).

Dr. Wilson is a member of the National Science Board and chairs the Women in Aviation Advisory Board of the Federal Aviation Administration. She holds a Bachelor of Science Degree from the U.S. Air Force Academy and earned her Master’s and Doctoral degrees from Oxford University in England as a Rhodes Scholar. She is a former U.S. Air Force officer.

“We are extraordinarily pleased to welcome Dr. Wilson to Maxar’s Board,” said Maxar Chairman Gen. (Ret.) Howell Estes III. “Her knowledge and experience from a distinguished career of service to this nation will be incredibly valuable as we provide oversight and guidance for Maxar's next phase.”

“Dr. Wilson’s deep understanding of the national security and intelligence communities make her an ideal choice as Maxar applies its unique Earth Intelligence and Space Infrastructure capabilities to a growing array of U.S. Government missions,” said Maxar CEO Dan Jablonsky. “We are also passionate about and committed to creating an inclusive environment and building the workforce of the future, and Dr. Wilson’s experience leading the University of Texas at El Paso gives her a unique and valuable perspective in that regard.”

About Maxar

Maxar is a trusted partner and innovator in Earth Intelligence and Space Infrastructure. We deliver disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and

explore and advance the use of space. Our unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar’s 4,300 team members in over 20 global locations are inspired to harness the potential of space to help our customers create a better world. Maxar trades on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com.

Forward-Looking Statements
Certain statements and other information included in this release constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements") under applicable securities laws. Statements including words such as "may", "will", "could", "should", "would", "plan", "potential", "intend", "anticipate", "believe", "estimate" or "expect" and other words, terms and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties, as well as other statements referring to or including forward-looking information included in this presentation.

Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this presentation. As a result, although management of the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, the risk factors and other disclosures about the Company and its business included in the Company's continuous disclosure materials filed from time to time with U.S. securities and Canadian regulatory authorities, which are available online under the Company's EDGAR profile at www.sec.gov, under the Company's SEDAR profile at www.sedar.com or on the Company's website at www.maxar.com.

The forward-looking statements contained in this release are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this presentation or other specified date and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements in this presentation as a result of new information or future events, except as may be required under applicable securities legislation.

Investor Relations Contact:

Jason Gursky

Maxar VP, Investor Relations and Corporate Treasurer

1-303-684-2207

jason.gursky@maxar.com

Media Contact:

Turner Brinton

Maxar Media Relations

1-303-684-4545

turner.brinton@maxar.com

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