Maxar 8K Departure of Directors or Certain Officers

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 15, 2022

MAXAR TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-38228	83-2809420
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 W. 120^th Avenue, Westminster, Colorado		80234
(Address of principal executive offices)		(Zip Code)

303-684-7660
(Registrant’s telephone number, including area code)

N/A

(Former name or 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:


☐	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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MAXR	New York Stock Exchange Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 15, 2022, Biggs C. Porter announced his intention to retire in 2023 from his position as Executive Vice President, Chief Financial Officer of Maxar Technologies Inc. (the “Company”). The Company has initiated a search for a new Chief Financial Officer.

In connection with Mr. Porter’s announcement, Mr. Porter and the Company entered into a letter agreement, dated September 15, 2022 (the “Letter Agreement”), pursuant to which Mr. Porter has agreed to continue in the role of Chief Financial Officer of the Company until the earlier of the appointment of his successor or March 31, 2023 and to provide transition support in a consulting role through March 31, 2024 to ensure an orderly transition of his responsibilities. In consideration of the foregoing, (i) Mr. Porter will remain eligible for a short-term incentive bonus from the Company with respect to 2022; (ii) the equity awards previously granted by the Company to Mr. Porter will continue to vest while he is providing such consulting services to the Company; and (iii) Mr. Porter will vest two-thirds of his performance stock units granted by the Company in 2022. Mr. Porter is not entitled to any additional compensation during the period of his consulting services.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On September 15, 2022, the Company issued a press release announcing the retirement of Mr. Porter as disclosed in Item 5.02 of this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.		Description
10.1		Letter Agreement, dated September 15, 2022, between Maxar Technologies Inc. and Biggs C. Porter
99.1		Press Release issued September 15, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


Date: September 15, 2022	Maxar Technologies Inc.


	By:	/s/ James C. Lee
		Name: James C. Lee
		Title: Senior Vice President, General Counsel and Corporate Secretary

Maxar (MAXR) 8-KDeparture of Directors or Certain Officers