orbc-8k_20180615.htm

 

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): June 15, 2018

 

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-33118

41-2118289

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

395 W. Passaic Street

Rochelle Park, New Jersey      07662

(Address of principal executive offices)   (Zip code)

 

 

(201) 363-4900

(Registrant's telephone number, including area code)

 

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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

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

On June 15, 2018, the Company’s Board of Directors elected Karen Gould to the Board of Directors as a Class I director, to serve until the Company’s 2019 Annual Meeting of Shareholders or until her successor is elected and qualified.  Ms. Gould was elected after the Company expanded the size of the Board of Directors to eight members.  The Company’s Board of Directors also determined that Ms. Gould is an independent director within the meaning of Nasdaq rules and appointed her to its Audit Committee.  Ms. Gould, age 53, presently serves as Executive Vice President and Chief Financial Officer of The Turner Corporation in New York.  She also presently serves on the Board of Directors and as Audit Committee Chair of Clark Builders, a subsidiary of Turner Construction operating in Canada. Previously, Ms. Gould held various senior executive positions in the telecommunications industry, including at Bell Canada, AT&T, Centerpost Corporation, and Ameritech Corporation, and was also a founding principal of several start-ups.

 

As a non-employee director of the Company, Ms. Gould will receive an annual cash retainer of $40,000 for service on the Board of Directors and an additional annual cash retainer of $5,000 for service on the Audit Committee. As part of director compensation, each non-employee director is also entitled to receive an annual equity grant equal to a value of $80,000 (based on the closing price of the Company’s common stock on the date of grant) in the form of time-based restricted stock units, which vest on January 1 of the following year. In connection with her appointment, Ms. Gould’s annual cash retainers and equity award will be pro-rated for her time of service for the current year. In connection with her service as a director of the Company, Ms. Gould has also entered into an Indemnification Agreement with the Company substantially identical to the Indemnification Agreement entered into with the Company’s other directors and executive officers described in the Company’s proxy statement for the 2018 Annual Meeting of Shareholders.

 

There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Gould and any of the Company’s executive officers and any director, executive officer or person nominated to become a director or executive officer. Ms. Gould was not selected pursuant to any arrangement or understanding between her and any person other than the Company. In addition, Ms. Gould did not have a direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.  

Item 9.01.Exhibits.

(d) Exhibits.

99

Press Release of the Company dated June 20, 2018.

2

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ORBCOMM Inc.

 

 

 

 

By

/s/ Christian Le Brun

 

Name:

Christian Le Brun

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

Date: June 20, 2018

 

3

 

orbc-ex99_6.htm

Exhibit 99

 

ORBCOMM ELECTS karen gould to its board of directors

 

Rochelle Park, NJ, June 20, 2018 – ORBCOMM Inc. (Nasdaq: ORBC), a global provider of Machine-to-Machine (M2M) and Internet of Things (IoT) solutions, today announced that its Board of Directors has elected Karen Gould as a Class I Director, effective June 15, 2018, to serve until the Company’s 2019 Annual Meeting of Shareholders. ORBCOMM’s Board of Directors now includes eight members.

 

Ms. Gould presently serves as Executive Vice President and Chief Financial Officer of The Turner Corporation in New York.  She also presently serves on the Board of Directors and as Audit Committee Chair of Clark Builders, a subsidiary of Turner Construction operating in Canada. Previously, Ms. Gould held various senior executive positions in the telecommunications industry, including at Bell Canada, AT&T, Centerpost Corporation, and Ameritech Corporation, and was also a founding principal of several start-ups. Prior to that, she served as an Investment Banker at Kidder, Peabody & Company where she focused on serving technology and other high-growth companies and at Arthur Andersen LLP. Ms. Gould has an MBA with honors from the University of Chicago and a BS in Finance from Indiana University.

 

“Karen brings 25 years of experience as a senior finance executive, business advisor and entrepreneur, and we are excited to welcome her to ORBCOMM’s Board of Directors,” said Marc Eisenberg, ORBCOMM’s Chief Executive Officer. “We believe Karen’s broad operational experience as an exceptionally strong finance leader and CFO as well as her seasoned leadership will be extremely valuable in supporting ORBCOMM’s continued growth as a leader and innovator in the global industrial IoT.”

 

About ORBCOMM Inc.

ORBCOMM (Nasdaq: ORBC) is a global leader and innovator in the industrial Internet of Things, providing solutions that connect businesses to their assets to deliver increased visibility and operational efficiency. The company offers a broad set of asset monitoring and control solutions, including seamless satellite and cellular connectivity, unique hardware and powerful applications, all backed by end-to-end customer support, from installation to deployment to customer care. ORBCOMM has a diverse customer base including premier OEMs, solutions customers and channel partners spanning transportation, supply chain, warehousing and inventory, heavy equipment, maritime, natural resources, and government. For more information, visit www.orbcomm.com.

 

Forward-Looking Statements

Certain statements discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include

 


 

statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Such forward-looking statements, including those concerning the Company’s expectations, are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from the results, projected, expected or implied by the forward-looking statements, some of which are beyond the Company’s control, that may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, specific consideration should be given to various factors described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our Annual Report on Form 10-K, and other documents, on file with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

 

ORBCOMM Contacts

Investor Inquiries:

Financial and Trade Media:                         

Aly Bonilla

Sue Rutherford

VP of Investor Relations

VP of Marketing

ORBCOMM Inc.

ORBCOMM Inc.

703-433-6360

613-254-5269

bonilla.aly@orbcomm.com

rutherford.sue@orbcomm.com