EchoStar CORP: Amended bylaws to increase maximum board size to eleven directors.
“the bylaws of EchoStar were amended to increase by one director the maximum size of the Board, such that the bylaws provide that the number of directors of EchoStar will be not less than three nor more than eleven.”
M&A Transactions
EchoStar CORP underwent a change of control involving DISH Network Corporation for 0.350877 shares of EchoStar Class A Common Stock per share (closed 2023-12-31).
“to receive upon the completion of the Merger. Upon the completion of the Merger, each then-outstanding share of DISH Class A Common Stock was converted into the right to receive 0.350877 shares of EchoStar Common Stock, resulting in an adjusted Conversion Rate of 4.2677 for the 0% Notes, 8.5657 for the 2.375% Notes and 5.3835 for the 3.375% Notes. 2 The foregoing”
Material Agreements
EchoStar CORP amended Warrant Amendment Letter Agreement and Warrant Guarantee with Each Dealer (Deutsche Bank AG, Barclays Bank PLC, JPMorgan Chase Bank, Goldman Sachs & Co. LLC) valued at Changed DISH Warrants to purchase EchoStar Class A Common Stock and EchoStar guaranteed obligations (effective 2023-12-31).
“In connection with the completion of the Merger, on December 31, 2023, EchoStar and DISH entered into a Warrant Amendment Letter Agreement and Warrant Guarantee with each Dealer, pursuant to which, at the Effective Time, each Dealer’s right to purchase shares of DISH Class A Common Stock pursuant to the applicable DISH Warrants was changed into a right to purchase shares of EchoStar Class A Common Stock, and EchoStar guaranteed all of DISH’s obligations under the applicable DISH Warrants Agreement.”
Material Agreements
EchoStar CORP entered into First Supplemental Indentures with U.S Bank Trust Company, National Association valued at Changed conversion rights of DISH Notes into EchoStar Class A Common Stock (effective 2023-12-29).
“The First Supplemental Indentures provide that, as of the Effective Time (as defined below), the right of the holders of the DISH Notes that were outstanding as of the completion of the Merger to convert each $1,000 principal amount of such DISH Notes into shares of DISH Class A Common Stock, par value $0.01 per share (“DISH Class A Common Stock”) was changed into a right to convert such principal amount of DISH Notes into the number of shares of EchoStar Class A Common Stock that a holder of a number of shares of DISH Class A Common Stock equal to the applicable Conversion Rate (as defined in the applicable Indenture) would have been entitled to receive upon the completion of the Merger.”
Material Agreements
EchoStar CORP entered into Registration Rights Agreement with Ergen Stockholders valued at Provides registration rights for EchoStar Common Stock (effective 2023-12-31).
“The Registration Rights Agreement provides the Ergen Stockholders, and their affiliates who become parties thereto, with certain registration rights relating to the shares of EchoStar Class A Common Stock, par value $0.001 per share (“EchoStar Class A Common Stock”), and EchoStar Class B Common Stock, par value $0.001 per share (“EchoStar Class B Common Stock” and, together with EchoStar Class A Common Stock, “EchoStar Common Stock”), which they beneficially own, including (i) the right to demand shelf registration as well as registration on long and short form registration statements and (ii) “piggyback” registration rights to be included in future registered offerings by EchoStar of its equity securities, in each case, subject to certain requirements and customary conditions.”
Jeffrey R. Tarr resigned as Director at EchoStar CORP.
“each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board.”
C. Michael Schroeder resigned as Director at EchoStar CORP.
“each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board.”
Pradman P. Kaul resigned as Director at EchoStar CORP.
“each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board.”
Michael T. Dugan resigned as Director at EchoStar CORP.
“each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board.”
Tom A. Ortolf was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
George R. Brokaw was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
James DeFranco was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
Stephen J. Bye was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
Cantey M. Ergen was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
Kathleen Q. Abernathy was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
Hamid Akhavan was appointed as Director at EchoStar CORP.
“appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf.”
John Swieringa was appointed as President of Technology and Chief Operating Officer at EchoStar CORP.
“On October 1, 2023, the Board approved the appointment of Mr. John Swieringa, the current President of Technology and Chief Operating Officer of DISH, as the President of Technology and Chief Operating Officer of EchoStar, effective upon the Effective Time.”
Hamid Akhavan was appointed as President and Chief Executive Officer at EchoStar CORP.
“pursuant to which Mr. Akhavan will continue to serve as the President and Chief Executive Officer of EchoStar and will serve as a member of the Company Board upon the Effective Time”
Material Agreements
EchoStar CORP entered into Agreement and Plan of Merger with DISH Network Corporation (effective 2023-08-08).
“On August 8, 2023, EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DISH Network Corporation, a Nevada corporation (“DISH”), and Eagle Sub Corp., a Nevada corporation and a wholly owned subsidiary of DISH (“Merger Sub”).”
Shareholder Votes
EchoStar CORP shareholders voted on Non-binding advisory vote on the frequency of future advisory votes on the compensation of EchoStar’s named executive officers at the 2023-04-27 meeting.
“Proposal 4: Non-binding Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation: Votes 1 Year 2 Year 3 Year Abstain Broker Non-Votes 19,001,475 45,784 482,962,842 138,815 4,435,160”
Shareholder Votes
EchoStar CORP shareholders approved Non-binding advisory vote on the compensation of EchoStar’s named executive officers at the 2023-04-27 meeting.
“Proposal 3: Non-binding Advisory Vote on Executive Compensation: Votes For Against Abstain Broker Non-Votes 493,571,464 8,442,894 134,558 4,435,160”
Shareholder Votes
EchoStar CORP shareholders approved Ratification of the appointment of KPMG LLP as EchoStar’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-04-27 meeting.
“Proposal 2: Ratification of the appointment of KPMG LLP: Votes For Against Abstain 506,255,185 286,454 42,437”
Shareholder Votes
EchoStar CORP shareholders approved Election of R. Stanton Dodge, Michael T. Dugan, Charles W. Ergen, Lisa W. Hershman, Pradman P. Kaul, C. Michael Schroeder, Jeffrey R. Tarr and William D. Wade as directors at the 2023-04-27 meeting.
“Proposal 1: Election of Directors: Votes Nominee For Withheld Broker Non-Votes R. Stanton Dodge 490,976,115 11,172,801 4,435,160 Michael T. Dugan 490,910,111 11,238,805 4,435,160 Charles W. Ergen 490,694,457 11,454,459 4,435,160 Lisa W. Hershman 491,545,832 10,603,084 4,435,160 Pradman P. Kaul 490,860,933 11,287,983 4,435,160 C. Michael Schroeder 489,274,119 12,874,797 4,435,160 Jeffrey R. Tarr 489,682,807 12,466,109 4,435,160 William D. Wade 487,111,283 15,037,633 4,435,160”
Jeffrey S. Boggs departed as principal accounting officer at EchoStar CORP.
“Effective March 20, 2023, Veronika Takacs has been appointed to serve as the Company’s Controller and replaces Jeffrey S. Boggs, Senior Vice President of Global Finance of Hughes Network Systems, LLC (“HNS”), a wholly owned subsidiary of the Company, as principal accounting officer of the Company as of such date.”
Veronika Takacs was appointed as Controller at EchoStar CORP.
“Effective March 20, 2023, Veronika Takacs has been appointed to serve as the Company’s Controller and replaces Jeffrey S. Boggs, Senior Vice President of Global Finance of Hughes Network Systems, LLC (“HNS”), a wholly owned subsidiary of the Company, as principal accounting officer of the Company as of such date.”
Jeffrey S. Boggs was appointed as interim principal accounting officer at EchoStar CORP.
“On and effective January 6, 2023, Jeffrey S. Boggs, Senior Vice President of Global Finance of Hughes Network Systems, LLC (“HNS”), a wholly owned subsidiary of the Company, has been appointed to serve as the Company’s interim principal accounting officer.”
Muhammad Ali Butt was terminated as Senior Vice President and Chief Accounting Officer at EchoStar CORP.
“On and effective January 5, 2023, Muhammad Ali Butt’s employment with EchoStar Corporation (the “Company”) as Senior Vice President and Chief Accounting Officer was terminated and he will no longer serve as principal accounting officer of the Company.”
Pradman P. Kaul was appointed as Vice Chair of the Board of Directors at EchoStar CORP.
“Pradman P. Kaul will retire from his positions as President of Hughes Communications, Inc., a wholly owned subsidiary of the Company (“Hughes Communications”), and as President of Hughes Network Systems, LLC, a wholly owned subsidiary of Hughes Communications, effective as of the close of business on December 31, 2022. Mr. Kaul will continue to serve as a member of the Board of Directors of the Company and has been appointed to serve as Vice Chair of the Board of Directors effective January 1, 2023.”
Paul Gaske was appointed as Chief Operating Officer at EchoStar CORP.
“Paul Gaske, the Executive Vice President and General Manager of the North American Division of Hughes Network Systems, LLC, has been appointed to the role of Chief Operating Officer of the Company effective January 1, 2023”
Pradman P. Kaul was appointed as Vice Chair of the Board of Directors at EchoStar CORP.
“The Board of Directors has appointed Mr. Kaul to serve as Vice Chair of the Board of Directors effective January 1, 2023.”
Material Agreements
EchoStar CORP amended Amendment with Maxar Space LLC (effective 2022-11-16).
“On November 16, 2022, EchoStar XXIV L.L.C. (the “Company”), a subsidiary of EchoStar Corporation, entered into an amendment (the “Amendment”) to the Contract between the Company and Maxar Space LLC (“Maxar”) for the Jupiter 3 Satellite Program (the “Contract”).”
Muhammad Ali Butt was appointed as principal accounting officer at EchoStar CORP.
“Also effective immediately following Mr. Rayner’s retirement, Muhammad Ali Butt, Senior Vice President and Chief Accounting Officer of the Company, has been appointed to serve as the Company’s principal accounting officer.”
Hamid Akhavan changed role as principal financial officer at EchoStar CORP.
“Effective immediately following Mr. Rayner’s retirement, Hamid Akhavan, the Company’s Chief Executive Officer and President, will assume the role of principal financial officer while the Company searches for a permanent replacement.”
David Rayner retired as Executive Vice President, Chief Financial Officer, Chief Operating Officer, and Treasurer at EchoStar CORP.
“On September 27, 2022, Mr. Rayner notified the Company that his last day with the Company will be October 7, 2022.”
David Rayner departed as Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer at EchoStar CORP.
“On July 20, 2022, David Rayner informed EchoStar Corporation (the “Company”) that he intends to retire as Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.”
Anders N. Johnson resigned as Chief Strategy Officer and President – EchoStar Satellite Services at EchoStar CORP.
“On April 28, 2022, Anders N. Johnson, EchoStar Corporation’s (the “Company”) Chief Strategy Officer and President – EchoStar Satellite Services, notified the Company that he will resign from the Company effective June 3, 2022.”
Michael Dugan departed as Chief Executive Officer at EchoStar CORP.
“Michael Dugan would be stepping down as the Company’s Chief Executive Officer simultaneously with Mr. Akhavan’s commencing employment.”
Hamid Akhavan was appointed as Chief Executive Officer and President at EchoStar CORP.
“Hamid Akhavan will join the Company as its Chief Executive Officer and President.”
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