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Quotes & Info
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| DGI > SEC Filings for DGI > Form 8-K on 25-May-2012 | All Recent SEC Filings |
25-May-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote of Se
On April 9, 2012, the Board of Directors (the "Board") of DigitalGlobe, Inc. (the "Company") approved, subject to stockholder approval, an amendment and restatement of the Company's 2007 Employee Stock Option Plan (the "2007 Plan") to provide for the following changes to the 2007 Plan:
• increase the number of shares authorized for issuance under the 2007 Plan by an additional 3,400,000 shares to an aggregate total of 8,800,000 shares;
• remove the "evergreen" provision under the 2007 Plan;
• provide that no participant under the 2007 Plan may be granted awards in any calendar year in excess of 2,000,000 shares;
• remove the provision in the 2007 Plan providing for single trigger acceleration to a portion of outstanding awards on a change in control;
• revise the definition of change in control under the 2007 Plan to provide that a change in control requires a sale of all or substantially all of the Company's assets or the actual liquidation or dissolution of the Company as opposed to simply stockholder approval of such matters;
• extend the term of the 2007 Plan for 10 years from the date the amendment and restatement was approved by the Board;
• clarify that direct and indirect "repricings" of stock options and share appreciation rights are impermissible absent stockholder approval;
• provide for the ability to grant awards subject to stockholder-approved performance criteria in order to allow the awards to qualify as "performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended; and
• other administrative changes and updates.
The Company's stockholders approved such amendment at the Company's Annual Meeting of Stockholders held on May 22, 2012 (the "Annual Meeting").
The 2007 Plan (as amended by the above-described amendments, the "Amended and Restated 2007 Plan") authorizes the grant of incentive stock options, nonstatutory stock options, share appreciation rights, restricted shares, restricted share units, and unrestricted shares, which may be granted to employees, non-employee directors, and consultants and may vest on the basis of time, performance or a combination thereof. Up to 8,800,000 shares of the Company's common stock may be granted under the Amended and Restated 2007 Plan. Unless terminated earlier, the Amended and Restated 2007 Plan will continue until April 9, 2022, 10 years after the date the Amended and Restated 2007 Plan was adopted by the Board. A full description of the Amended and Restated 2007 Plan may be found in Proposal 2 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2012.
The foregoing description of the Amended and Restated 2007 Plan is subject to, and qualified in its entirety by, reference to the full text of the Amended and Restated 2007 Plan, which is attached hereto as Exhibit 10.1, and by the summary of the Amended and Restated 2007 Plan included in the Company's definitive proxy statement, each of which is incorporated herein by reference.
As described in Item 5.02 above, the Company held the Annual Meeting on May 22, 2012. There were 46,608,702 shares of common stock entitled to be voted at the Annual Meeting. A total of 44,219,326 shares of common stock (94.9%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The stockholders voted on four proposals at the Annual Meeting, which are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2012. The following is a tabulation of the final voting results for each of the four proposals presented and voted on at the Annual Meeting.
Votes Broker
Votes For Withheld Non-Votes
Nick S. Cyprus 38,844,549 1,398,355 3,976,422
Warren C. Jenson 38,875,349 1,367,555 3,976,422
Kimberly Till 40,179,862 63,042 3,976,422
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Proposal 2: The Company's stockholders approved the amendment of the Company's 2007 Employee Stock Option Plan. The votes regarding this proposal were as follows:
Votes Broker
Votes For Votes Against Abstained Non-Votes
36,698,205 3,532,653 12,046 3,976,422
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Proposal 3: The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. The votes regarding this proposal were as follows:
Votes
Votes For Votes Against Abstained
43,880,570 329,023 9,733
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Proposal 4: The Company's stockholders approved the advisory vote on executive compensation. The votes regarding this proposal were as follows:
Votes Broker
Votes For Votes Against Abstained Non-Votes
39,535,166 643,518 64,220 3,976,422
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(d) Exhibits.
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