--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-018335" form_type: "8-K" ticker: null cik: "0001835512" company_name: "Terran Orbital Corp" filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T17:26:44.702206+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Terran Orbital shareholders approve doubling authorized shares to 600M and Lockheed share issuance ## Summary - Authorized common shares increased from 300M to 600M via Charter Amendment filed May 5. - Approved issuance of shares to Lockheed Martin on conversion of $100M notes and 17,253,279 warrants. - Elected directors Richard Y. Newton III, Tobi Petrocelli, Douglas L. Raaberg for three-year terms. - Ratified KPMG LLP as independent auditor for fiscal year ending Dec 31, 2023. ## SEC filing metadata - accession: 0000950170-23-018335 - form_type: 8-K - cik: 0001835512 - company_name: Terran Orbital Corp - filed_at: 2023-05-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/llap-20230501.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-018335 - JSON: https://secwatch.observer/filing/0000950170-23-018335.json - Plain text: https://secwatch.observer/filing/0000950170-23-018335.txt ## Key facts - Governance Changes Terran Orbital Corp: 增加普通股授权股数从300,000,000股至600,000,000股 (effective 2023-05-05). - Change: charter amendment - Effective: 2023-05-05 source text: On May 1, 2023, Terran Orbital Corporation, a Delaware corporation (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the authorized shares of our common stock, par value $0.0001 per share (our “Common Stock”), from 300,000,000 to 600,000,000 shares (the “Share Authorization Proposal”). The Company filed an amended and restated Certificate of Incorporation to reflect the Charter Amendment with the Secretary of State of the State of Delaware on May 5, 2023 (the “Amended and Restated Certificate of Incorporation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm - Shareholder Votes Terran Orbital Corp shareholders approved Share Issuance Proposal to issue shares to Lockheed Martin. - Outcome: passed source text: Share Issuance Proposal The stockholders approved, for purposes of complying with Section 312.03(c) of the New York Stock Exchange Listing Company Manual and that certain Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”) with U.S. Bank Trust Company, National Association as collateral agent and Lockheed Martin Corporation (“Lockheed Martin”), a proposal to issue shares of our Common Stock to Lockheed Martin, issuable upon conversion of (i) certain second lien secured notes in an aggregate principal amount of $100 million and (ii) the exercise of warrants to purchase 17,253,279 shares of Common Stock, in connection with the Purchase Agreement and the transactions contemplated thereby (the “Share Issuance Proposal”). The following is a tabulation of the stockholder votes with respect to the Share Issuance Proposal: For Against Withhold Broker Non-Vote 79,486,656 894,516 191,934 27,063,489 evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm - Shareholder Votes Terran Orbital Corp shareholders approved Share Authorization Proposal. - Proposal: charter amendment - Outcome: passed source text: Share Authorization Proposal The stockholders approved the Share Authorization Proposal. The following is a tabulation of the stockholder votes with respect to the Share Authorization Proposal: For Against Withhold Broker Non-Vote 103,020,853 4,385,768 229,974 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm - Shareholder Votes Terran Orbital Corp shareholders approved Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2023 at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Auditor Ratification Proposal The stockholders approved a proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”). The following is a tabulation of the stockholder votes with respect to the Auditor Ratification Proposal: For Against Withhold Broker Non-Vote 106,984,762 520,944 130,889 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm - Shareholder Votes Terran Orbital Corp shareholders approved Election of Richard Y. Newton III, Tobi Petrocelli and Douglas L. Raaberg as Class I directors. - Proposal: director election - Outcome: passed source text: Director Election Proposal The stockholders approved a proposal to elect Richard Y. Newton III, Tobi Petrocelli and Douglas L. Raaberg to serve as Class I directors until the 2026 Annual Meeting (the “Director Election Proposal”). The following is a tabulation of the stockholder votes with respect to the Director Election Proposal: Director For Against Withhold Broker Non-Vote Richard Y. Newton III 77,260,964 0 3,312,142 27,063,489 Tobi Petrocelli 74,568,970 0 6,004,136 27,063,489 Douglas L. Raaberg 79,307,546 0 1,265,560 27,063,489 evidence_url: https://www.sec.gov/Archives/edgar/data/1835512/000095017023018335/0000950170-23-018335-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.