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): April 28, 2011
ORBCOMM Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33118
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41-2118289 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2115 Linwood Avenue, Suite 100
Fort Lee, New Jersey
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07024 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (201) 363-4900
(Former name or former 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2011, the shareholders of ORBCOMM Inc. (the Company) approved an amendment to the
ORBCOMM Inc. 2006 Long-Term Incentives Plan (the LTIP) to increase the maximum number of shares
of common stock available for delivery under the LTIP by 5 million shares, from 4,641,374 shares to
9,641,374 shares, as described in the Companys proxy statement dated March 31, 2011 for the
Companys 2011 Annual Meeting of Stockholders. The Board of Directors adopted the LTIP amendment
on March 2, 2011, subject to approval by the Companys shareholders at the 2011 Annual Meeting.
The LTIP was originally adopted by the Board of Directors on May 11, 2006 and approved by the
Companys shareholders in September 2006.
The amended LTIP permits the grant of a variety of awards to employees (including our named
executive officers) and prospective employees, including stock options, stock appreciation rights,
restricted stock, restricted stock units, stock, performance units and performance shares. The
number of shares authorized for delivery under the original LTIP is 4,641,374, and the amended LTIP
increases the aggregate number by 5 million shares. No awards may be granted under the amended
LTIP after September 2016.
The foregoing description of the amended LTIP is not complete and is qualified in its entirety by
reference to the amended LTIP, a copy of which is included as Exhibit 99 and is incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 28, 2011, ORBCOMM Inc. (the Company) held its 2011 Annual Meeting of Shareholders. The
final results for each of the proposals submitted for shareholder vote at the Annual Meeting are
set forth below.
Proposal 1: Election of three Class II directors with terms expiring at the 2014 Annual Meeting.
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Marc J. Eisenberg
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25,212,687
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595,308
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13,124,748 |
Timothy Kelleher
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25,214,461
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593,534
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13,124,748 |
John Major
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22,339,624
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3,468,371
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13,124,748 |
Proposal 2: Ratification of the appointment of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2011.
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Votes For |
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Votes Against |
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Abstentions |
38,697,103
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211,267
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24,373 |
Proposal 3: Approval of amendment to the Companys 2006 Long-Term Incentives Plan to increase the
maximum number of shares of common stock available for delivery by 5 million shares.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
19,663,796
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5,973,943
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170,256
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13,124,748 |
Proposal 4: Advisory vote to approve executive compensation.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
25,284,783
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329,376
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193,836
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13,124,748 |
Proposal 5: Advisory vote on frequency of executive compensation shareholder vote.
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1 Year |
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2 Year |
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3 Year |
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Abstentions |
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Broker Non-Votes |
21,793,772
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2,408,118
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1,376,780
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78,943
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13,275,130 |
The option of holding the advisory vote on executive compensation every year was selected, on an
advisory basis, by more than 50% of the votes cast on the proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99 |
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ORBCOMM Inc. 2006 Long-Term Incentives Plan, as amended effective April 28, 2011 |