LORAL SPACE & COMMUNICATIONS INC.

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LORAL SPACE & COMMUNICATIONS INC. : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

08/23/2021 | 04:46pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 23, 2021, we reconvened a special meeting of stockholders (the "Special Meeting") of Loral Space & Communications Inc. ("Loral") to consider and vote on the proposals described in our proxy statement dated June 30, 2021 (the "Proxy Statement"). As detailed below, each such proposal was approved by Loral's stockholders at the Special Meeting.

The Special Meeting was first convened on August 9, 2021 and adjourned until, and held on, August 23, 2021. As of the June 10, 2021 record date, 21,427,078 shares of Loral Voting Common Stock were outstanding, of which 12,860,971 were held by holders (the "Disinterested Stockholders") who are unaffiliated with MHR Fund Management LLC, Telesat Corporation, PSP Investments, Merger Sub, Telesat, CanHoldco, Red Isle, Telesat Partnership or certain of their respective affiliates as provided in the Transaction Agreement (as each term is defined in the Proxy Statement). At the Special Meeting, the following proposals were acted upon and approved:

(1)A proposal to consider and vote on the adoption of the Transaction Agreement (described in the Proxy Statement). The votes were as follows:

Statutory Vote (as defined in the Proxy Statement)


For                       15,944,996
Against                       16,652
Abstain                       48,141
Broker Non-Votes                   0



Disinterested Stockholder Vote (as defined in the Proxy Statement)


For                   7,378,889
Against                  16,652
Abstain                  48,141
Broker Non-Votes              0



(2)A proposal to adjourn the stockholder meeting, if necessary or appropriate, to solicit additional proxies to adopt the Transaction Agreement in accordance with the terms of the Transaction Agreement. The votes were as follows:

For                   15,216,591
Against                  441,695
Abstain                  351,503
Broker Non-Votes               0



(3)A proposal to approve, by non-binding, advisory vote, the compensation that may be paid or become payable to the Loral named executive officers in connection with the transactions contemplated by the Transaction Agreement. The votes were as follows:

For                   15,019,162
Against                  477,811
Abstain                  512,816
Broker Non-Votes               0


Item 8.01 Other Events.

Under the terms of that certain rights agreement, dated as of November 23, 2020 (the "Rights Agreement"), between Loral and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent, the Rights Agreement and all preferred share purchase rights issued thereunder (the "Rights") expire upon the first to occur of: (a) approval of the Transaction by a majority of shares held by Disinterested Stockholders as contemplated by the Transaction Agreement, (b) termination of the Transaction Agreement in accordance with its terms and (c) November 22, 2021.

As described in Item 5.07 above, the Disinterested Stockholder Vote to approve the Transaction has been obtained. Accordingly, the Rights Agreement and the Rights issued thereunder expired in accordance with their terms effective August 23, 2021.

In connection with the expiration of the Rights, Loral will be taking routine actions to terminate, delist and deregister the Rights under applicable law, including the Securities Exchange Act of 1934, as amended. Such actions are administrative in nature and will have no impact on Loral's common stock, which continues to be listed on NASDAQ.

For a full description of the Rights Agreement and the Rights, see Loral's Current Report on Form 8-K and registration statement on Form 8-A, in each case filed with the Securities and Exchange Commission on November 25, 2020.





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Managers and Directors
Daniel S. Goldberg President & Chief Executive Officer
Janet Cannon Chairman
Arthur L. Simon Independent Director
Janet T. Yeung Independent Director
Andrew Martin Browne Director