Form 8-K

 

 

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): September 17, 2018

 

 

ORBCOMM Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33118   41-2118289

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
  (I.R.S. Employer
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:

 

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

On September 17, 2018, the Board of Directors of ORBCOMM Inc. (the “Company”) elected Denise Gibson to the Board of Directors as a Class III director, effective October 1, 2018, to serve until the Company’s 2021 Annual Meeting of Shareholders or until her successor is elected and qualified. Ms. Gibson was elected after the Company expanded the size of the Board of Directors from eight to nine members.

The Company’s Board of Directors also determined that Ms. Gibson is an independent director within the meaning of the Nasdaq rules and appointed her to its Audit Committee and Compensation Committee. Ms. Gibson, age 58, serves as the Co-Founder and Chairman of Ice Mobility, a national distributor of wireless products and provider of supply chain solutions, launched in 2014. She also presently serves on the Board of Directors of VOXX International Corporation, a worldwide leader in automotive and consumer electronics, which trades on Nasdaq and Orica Ltd., one of the world’s largest providers of commercial explosives and innovative blasting systems, which trades on the Australian Stock Exchange. From 2001 to 2011, Ms. Gibson was the Founder and the President and Chief Executive Officer of Brightstar US, a leading marketing, channel sales and integrated supply chain services company for the global wireless industry. Prior to Brightstar, she spent 17 years at Motorola, Inc., where she held several executive management positions, including Vice President and Director of North American Consumer Technical Solutions and Vice President and General Manager for U.S. Markets in the Personal Communications sector. Ms. Gibson has an MBA from the Kellogg School of Management at Northwestern University, as well as a BS in Business Administration from Drexel University.

As a non-employee director of the Company, Ms. Gibson will receive an annual cash retainer of $45,000 for service on the Board of Directors and additional annual cash retainers of $6,000 for service on the Audit Committee and $5,000 for service on the Compensation Committee. As part of director compensation, each non-employee director is also entitled to receive an annual equity grant equal to a value of $100,000 (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. Gibson’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. Gibson 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. Gibson and any of the Company’s executive officers and any director, executive officer or person nominated to become a director or executive officer. Ms. Gibson was not selected pursuant to any arrangement or understanding between her and any person other than the Company. In addition, Ms. Gibson 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.

 

2


Item 9.01

Exhibits

(d) Exhibits.

 

99    Press Release of the Company dated September 21, 2018.

 

3


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: September 21, 2018

 

4

EX-99

Exhibit 99

 

LOGO

ORBCOMM ELECTS DENISE GIBSON TO ITS BOARD OF DIRECTORS

Rochelle Park, NJ, September 21, 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 Denise Gibson as a Class III Director, effective October 1, 2018, to serve until the Company’s 2021 Annual Meeting of Shareholders. ORBCOMM has also appointed Ms. Gibson to its Audit Committee and Compensation Committee. ORBCOMM’s Board of Directors now includes nine members.

Ms. Gibson serves as the Co-Founder and Chairman of Ice Mobility, a national distributor of wireless products and provider of supply chain solutions, launched in 2014. She also presently serves on the Board of Directors for VOXX International Corporation, a worldwide leader in automotive and consumer electronics, which trades on Nasdaq, and Orica Ltd., one of the world’s largest providers of commercial explosives and innovative blasting systems, which trades on the Australian Stock Exchange. From 2001 to 2011, Ms. Gibson was the Founder and Chief Executive Officer of Brightstar US, a leading marketing, channel sales and integrated supply chain services company for the global wireless industry. Prior to Brightstar, she spent 17 years at Motorola, Inc., where she held several executive management positions, including Vice President and Director of North American Consumer Technical Solutions and Vice President and General Manager for U.S. Markets in the Personal Communications Sector. Ms. Gibson has an MBA from the Kellogg School of Management at Northwestern University as well as a BS in Business Administration from Drexel University.

“We are pleased to welcome Denise to ORBCOMM’s Board of Directors and believe she will further strengthen our Board’s breadth of talent and counsel and make an important and positive impact on the Company,” said Marc Eisenberg, Chief Executive Officer of ORBCOMM. “Denise is an accomplished business leader with extensive experience in the technology and consumer electronics space and a wealth of strategic perspective, which will help drive ORBCOMM to a higher level of growth and leadership 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.


LOGO

 

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   
For Investors:    For Trade Media:
Aly Bonilla, VP of Investor Relations    Sue Rutherford, VP of Marketing
+1 703.433.6360    +1 613.254.5269
bonilla.aly@orbcomm.com    rutherford.sue@orbcomm.com