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VSAT > SEC Filings for VSAT > Form 8-K on 19-Sep-2013All Recent SEC Filings

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Form 8-K for VIASAT INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

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

At the annual meeting of stockholders of ViaSat, Inc. ("ViaSat") held on September 18, 2013, ViaSat's stockholders approved an amendment to the ViaSat, Inc. Employee Stock Purchase Plan (as amended, the "Purchase Plan"). The amendment to the Purchase Plan was previously approved by the Board of Directors of ViaSat, and implemented the following changes: (1) the maximum number of shares of common stock that may be issued under the Purchase Plan was increased by 300,000 shares to a total of 2,550,000 shares; and (2) the amended Purchase Plan will have two components in order to give ViaSat increased flexibility in the granting of purchase rights under the Purchase Plan to U.S. and to non-U.S. employees. Specifically, the amended Purchase Plan authorizes the grant of purchase rights that are intended to qualify for favorable U.S. federal tax treatment (the "Section 423 Component") under Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). To facilitate participation for employees located outside of the United States in light of non-U.S. law and other considerations, the amended Purchase Plan also provides for the grant of purchase rights that are not intended to be tax-qualified under Code Section 423 (the "Non-Section 423 Component"). The plan administrator will designate offerings made under the Non-Section 423 Component and, except as otherwise noted below, the Section 423 Component and the Non-Section 423 Component generally will be operated and administered in the same way. The amendment to the Purchase Plan became effective upon stockholder approval at the annual meeting.

The preceding description of the Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of ViaSat, Inc. held on September 18, 2013, ViaSat's stockholders voted on the following four proposals and cast their votes as follows:

Proposal 1: To elect Robert Bowman, B. Allen Lay and Dr. Jeffrey Nash to serve as Class II Directors.

             Nominee               For       Withheld    Broker Non-Votes

             Robert Bowman      37,511,246    144,379       4,595,552

             B. Allen Lay       37,415,357    240,268       4,595,552

             Dr. Jeffrey Nash   36,213,856   1,441,769      4,595,552

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as ViaSat's independent registered public accounting firm for the fiscal year ending April 4, 2014.

For Against Abstentions Broker Non-Votes 42,110,334 115,745 25,098 0

Proposal 3: To conduct an advisory vote on executive compensation.

For Against Abstentions Broker Non-Votes 34,162,506 3,413,650 79,469 4,595,552

Proposal 4: To approve an amendment to the Employee Stock Purchase Plan (described above).

For Against Abstentions Broker Non-Votes 37,557,568 60,912 37,415 4,595,552

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number         Description of Exhibit
 10.1          ViaSat, Inc. Employee Stock Purchase Plan (As Amended and Restated
               Effective September 18, 2013)

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