Maxar Technologies Inc. (Form: 8-K, Received: 09/15/2022 16:54:00)

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): September 15, 2022

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)

303-684-7660
(Registrant’s telephone number, including area code)

N/A

(Former name or 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:


☐	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))

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, par value $0.0001 per share	MAXR	New York Stock Exchange Toronto Stock Exchange

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.

On September 15, 2022, Biggs C. Porter announced his intention to retire in 2023 from his position as Executive Vice President, Chief Financial Officer of Maxar Technologies Inc. (the “Company”). The Company has initiated a search for a new Chief Financial Officer.

In connection with Mr. Porter’s announcement, Mr. Porter and the Company entered into a letter agreement, dated September 15, 2022 (the “Letter Agreement”), pursuant to which Mr. Porter has agreed to continue in the role of Chief Financial Officer of the Company until the earlier of the appointment of his successor or March 31, 2023 and to provide transition support in a consulting role through March 31, 2024 to ensure an orderly transition of his responsibilities. In consideration of the foregoing, (i) Mr. Porter will remain eligible for a short-term incentive bonus from the Company with respect to 2022; (ii) the equity awards previously granted by the Company to Mr. Porter will continue to vest while he is providing such consulting services to the Company; and (iii) Mr. Porter will vest two-thirds of his performance stock units granted by the Company in 2022. Mr. Porter is not entitled to any additional compensation during the period of his consulting services.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On September 15, 2022, the Company issued a press release announcing the retirement of Mr. Porter as disclosed in Item 5.02 of this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.		Description
10.1		Letter Agreement, dated September 15, 2022, between Maxar Technologies Inc. and Biggs C. Porter
99.1		Press Release issued September 15, 2022
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: September 15, 2022	Maxar Technologies Inc.


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

Exhibit 10.1

September 15, 2022

Dear Biggs,

Thank you for giving us long advance notice of your future retirement. With this news, Maxar will begin a search for our next chief financial officer. We appreciate your desire to work towards an orderly transition to a new CFO and willingness to provide support following a transition. In consideration of that, we agree that if you remain CFO until the earlier of the appointment of our next CFO or March 31, 2023 and then provide transition services through March 31, 2024 as an independent consultant:

You will be eligible for the 2022 short term incentive bonus and such bonus will be paid out at the same time executive management receives such amounts; and

Your previously granted RSUs will continue to vest through March 31, 2024 and you will be entitled to the value of two-thirds of the PSUs awarded to you in 2022 on March 31, 2024, such amount to be paid out at the same time and on the same measurement basis as executive management receives for such amounts for the 2022 PSU grants.

Of course, payment of these amounts will require appropriate documentation, include the execution of a release similar to that already included in your existing documents. Other than the modifications described in (1) and (2) above, your current employment and change in control and severance and other compensation and benefits agreements are not modified by this letter and shall continue in full force and effect.

It has been my pleasure working together with you and I’m looking forward to what we can accomplish before you begin the next stage of your life.

Sincerely,

Maxar Technologies Inc.

/s/Daniel L. Jablonsky
Daniel L. Jablonsky
President and CEO

Agreed to by:

/s/Biggs C. Porter
Biggs C. Porter

Maxar Technologies | 1300 W. 120th Ave., Westminster, CO 80234 | maxar.com

Exhibit 99.1

Maxar Technologies Chief Financial Officer Biggs Porter to Retire in 2023

Westminster, CO – September 15, 2022 – Maxar Technologies (NYSE:MAXR) (TSX:MAXR), a provider of comprehensive space solutions and secure, precise, geospatial intelligence, today announced that Executive Vice President and Chief Financial Officer (CFO) Biggs Porter intends to retire from the Company sometime in 2023 and will remain in a consulting role following his retirement through March of 2024 to assist with the transition of the CFO office.

Maxar has initiated a search process to identify the company’s next CFO. Porter will continue as CFO until a successor is appointed and will assist with the process in order to ensure a seamless transition.

“Biggs has been instrumental in driving Maxar’s growth and financial transformation over the last several years,” said Maxar Chief Executive Officer Dan Jablonsky. “Under Biggs’ leadership, Maxar has reduced leverage, generated topline growth, margin expansion and significantly increased free cash flow. Thanks to his contributions, we have strengthened Maxar’s place as a global space leader and better positioned the company for long-term growth and value creation. On behalf of the Board and management team, I want to thank Biggs for his dedication to Maxar and I look forward to working together with him as we transition to a new CFO.”

“It has been extremely rewarding to have been a part of such a great team and such an innovative and impactful company,” said Porter. “With the progress we have made on our strategic growth plans, I am confident now is the right time to begin this transition. I look forward to seeing its continued success.”

Porter joined Maxar Technologies in August 2018 as Executive Vice President and Chief Financial Officer. During his tenure, Maxar successfully monetized assets and completed an equity offering, using proceeds to reduce debt, and recently completed a refinancing that has resulted in an improved capital structure and greater financial flexibility for Maxar. Porter also increased financial discipline and led the introduction of new financial tools and processes.

Prior to Maxar, Porter spent five years as Executive Vice President and CFO at Fluor Corporation, and six years as CFO of Tenet Healthcare Corp. Earlier in his career, he held leadership positions at Raytheon, Northrop Grumman and TXU. He was twice named one of the 100 most influential people in finance by Treasury and Risk Magazine and was named multiple times in two different industries as a leading CFO by Institutional Investor magazine, including most recently at Maxar.

About Maxar

Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. 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 4,400 team members in over 20 global locations are inspired to harness the potential of space to help our customers both create a better world. Maxar trades

Maxar Technologies | 1300 W. 120th Ave., Westminster, CO 80234 | maxar.com

on the New York Stock Exchange and Toronto Stock Exchange as MAXR. For more information, visit www.maxar.com.

Forward-Looking Statements

This press release may contain forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Any such forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements, including those included in the Company’s filings with U.S. securities and Canadian regulatory authorities. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, other than as may be required under applicable securities law.

Investor Relations Contact:

Jonny Bell

Maxar Investor Relations

1-303-684-5543

jonny.bell@maxar.com

Media Relations Contact:

Fernando Vivanco

Maxar Media Relations

1-720-877-5220

fernando.vivanco@maxar.com

Maxar Technologies | 1300 W. 120th Ave., Westminster, CO 80234 | maxar.com