Iridium Communications Inc.IRDM
Recorded

Iridium Communications Inc. EGM 2026

Review the key takeaways and the transcript of this earnings call.

Period 2026Duration8 minParticipants3

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Operator

Good morning. Welcome to Iridium Communications special meeting of stockholders. At this time, I'd like to turn it over to Bob Niehaus, Chairman of the Board. Please go ahead. Good morning.

Bob NiehausChairman of the Board

I am Bob Niehaus, Chairman of the Board of Iridium Communications Inc. Before we get started with the business at hand, I will ask Kathy Morgan, our Chief Legal Officer and Corporate Secretary, to run through a few logistics.

Kathy MorganChief Legal Officer and Corporate Secretary

For your reference, the meeting rules of conduct have been made available to the attendees of the special meeting on the meeting website. After we have concluded the business of the special meeting, our CEO and board member, Matt Desch, will be available to respond to appropriate stockholder questions or direct them to others. Please send questions in now, and time permitting, we will address them on our call today. With that, I will turn things over to Bob.

Bob NiehausChairman of the Board

The meeting is now officially called to order. In accordance with Iridium's bylaws, I will act as chair of this meeting, and Kathy will act as secretary of the meeting. We will proceed with the formal business of the meeting as set forth in your notice of special meeting and proxy statement. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list.

Kathy MorganChief Legal Officer and Corporate Secretary

The record date for determination of holders of shares of Iridium's common stock entitled to vote at this meeting was August 21, 2026. Only stockholders of record at the close of business on that date are entitled to receive notice of and vote at today's meeting. As of the close of business on the record date, there were 105 million, 981 thousand, 552 shares of Iridium's common stock outstanding and entitled to vote at the special meeting. Each share of Iridium common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. I have at this meeting a complete list of the stockholders of record of the company's common stock at the close of business on August 21, 2026, the record date for this meeting.

Kathy MorganChief Legal Officer and Corporate Secretary

This list has been available to stockholders for any purpose germane to this meeting for the past 10 calendar days at Iridium's principal place of business. I also have an affidavit certifying that on August 26, 2026, mailing of the special meeting documents to stockholders was duly commenced.

Bob NiehausChairman of the Board

At this time, I'd like to introduce Christel Pauli of American Election Services, LLC, who is also on the line, has been appointed to act as Inspector of Elections at this meeting. Ms. Pauli has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum.

Kathy MorganChief Legal Officer and Corporate Secretary

I have been informed by the Inspector of Elections that proxies have been received for 86 million, 248 thousand, 382 of the 105 million, 981 thousand, 552 shares of common stock outstanding on the record date, which represents approximately 81.38% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Bob NiehausChairman of the Board

We will now proceed with the formal business of this meeting. There are three proposals to be considered by the stockholders at this time. The time is now 8:34 A.M. on Thursday, September 24, 2026, and the polls are open for voting on all matters to be presented. The secretary will now describe the voting procedures.

Kathy MorganChief Legal Officer and Corporate Secretary

Any stockholder who has not yet voted or wishes to change their vote may do so by clicking the voting button displayed on their screen and following the instructions shown. Stockholders who have already voted or previously submitted a proxy with respect to their shares and do not want to change their vote do not need to take any further action. By voting at this meeting, you will revoke your prior proxy. The polls will be closed to voting after we go through the matters to be voted on.

Bob NiehausChairman of the Board

The first item of business is the proposal to adopt the agreement and plan of merger dated as of June 28, 2026, among Iridium, Rocket Lab Corporation, ION Merger Sub 1, a wholly owned subsidiary of Rocket Lab, and ION Merger Sub 2, LLC, a wholly owned subsidiary of Rocket Lab, pursuant to which upon the terms and subject to the conditions of the merger agreement, Iridium will merge with and into Merger Sub 1, with Iridium continuing as the surviving corporation and becoming a wholly owned subsidiary of Rocket Lab. Subject to the satisfaction of certain conditions, the surviving corporation will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of Rocket Lab. Approval of this proposal requires the affirmative vote of holders of a majority of the outstanding shares of Iridium common stock.

Bob NiehausChairman of the Board

Iridium's board of directors unanimously recommends stockholders vote for this proposal. The second item of business today is an advisory vote to approve on an advisory non-binding basis the compensation payments that may be paid or become payable by Iridium to its named executive officers in connection with the mergers. Approval of this proposal requires the affirmative vote of holders of a majority of the outstanding shares of Iridium common stock, present in person or represented by proxy at this meeting. Iridium's board of directors unanimously recommends stockholders vote for this proposal. The third item of business today is the vote to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal.

Bob NiehausChairman of the Board

We have been advised, based upon a preliminary tabulation of proxies received, that there are sufficient votes to approve the merger agreement proposal. Accordingly, this proposal will not be presented for a vote today. The polls are about to close. If you have not yet voted, please do so. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. By voting at this meeting, you will revoke your prior proxy. The time is now 8:36, and the polls are now closed for voting. May we have the results of the voting?

Kathy MorganChief Legal Officer and Corporate Secretary

The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. The first proposal to adopt the agreement and plan of merger, dated as of June 28, 2026, is approved and adopted. The second proposal to approve on an advisory non-binding basis the compensation that may be paid or payable to the company's named executive officers in connection with the mergers is approved and adopted.

Bob NiehausChairman of the Board

Thank you. A full tally of the final votes will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within four business days of this meeting. This concludes the formal portion of today's meeting. This meeting is adjourned. I would like to thank you all for attending. I will now turn things over to Matt to take any questions that may have come in.

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