Current Report Filing (8-k)
July 01 2014 - 8:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 1, 2014
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34299 |
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31-1420852 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1601 Dry Creek Drive, Suite 260
Longmont, Colorado 80503
(Address of principal executive offices, including zip code)
(303) 684-4000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 1, 2014, the Board of Directors (Board) of DigitalGlobe, Inc. (Company), appointed Ms. Roxanne Decyk to fill an existing vacancy on the Board. Effective July 1, 2014, Ms. Decyk joined the Board and became a member of its Compensation Committee. Ms. Decyk will serve as a Class III director, and will stand for re-election at the 2015 Annual Meeting of Stockholders. Ms. Decyk, age 61, retired as Executive Vice President of Global Government Relations for Royal Dutch Shell, plc, an oil, gas, chemical and refined petroleum products company, in December 2010, after serving in that position since June 2009. From 2008 until June 2009, Ms. Decyk served as Corporate Affairs and Sustainable Development Director of Royal Dutch Shell plc and from July 2005 to 2008, she served as Corporate Affairs Director. Prior thereto, Ms. Decyk was Director International of Shell International B.V., Senior Vice President Corporate Affairs and Human Resources of Shell Oil Company, and Vice President of Corporate Strategy of Shell International Limited. Ms. Decyk also serves as a director of Alliant Techsystems, Inc., Ensco PLC and Petrofac Ltd. and was most recently a director at Snap-on, Inc., retiring effective June 30, 2014. Ms. Decyk earned a Bachelor of Arts degree from the University of Illinois at Urbana-Champaign in English literature and a Juris Doctorate from Marquette University School of Law.
Ms. Decyk will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Ms. Decyk will serve on the Companys Board this year, paid by the Company to all of its non-employee directors and as described under Director Compensation in the Companys Proxy Statement for its Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission (SEC). In connection with her appointment, Ms. Decyk will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on October 3, 2013 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On July 1, 2014, the Company issued a press release announcing the appointment of Ms. Decyk to the Companys Board. A copy of the Companys press release is attached hereto as Exhibit 99.1.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
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Exhibit 99.1 Press Release dated July 1, 2014.
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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.
Dated: July 1, 2014 |
DIGITALGLOBE, INC. |
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By: |
/s/ Daniel L. Jablonsky |
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Senior Vice President, General Counsel and Corporate Secretary |
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Exhibit Index
Exhibit No. |
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Description |
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99.1 |
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Press Release dated July 1, 2014. |
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Exhibit 99.1
PRESS RELEASE
DigitalGlobe Appoints Roxanne Decyk to Board of Directors
LONGMONT, Colo. July 1, 2014 DigitalGlobe, Inc. (NYSE: DGI), a leading provider of commercial high-resolution earth observation and advanced geospatial solutions, today announced the appointment of Ms. Roxanne J. Decyk to the DigitalGlobe Board of Directors, effective July 1, 2014.
Ms. Decyk is currently on the board of directors at the aerospace and defense firm Alliant Techsystems, where she serves as the Chairman of the Compensation Committee. She also serves as a board member of ENSCO PLC, the worlds second largest offshore driller, and Petrofac Ltd, which provides various management services for the oil and gas industry. From 1999 to 2010, Ms. Decyk worked for Royal Dutch Shell, where she served on the Executive Committee and most recently held the position of Executive Vice President of Global Government Relations.
We are pleased to welcome Roxanne to our Board of Directors and believe she will bring tremendous insight to the organization, said Gen. Howell M. Estes III, Chairman of DigitalGlobes Board of Directors. With a diverse corporate and government affairs background, Roxanne is exactly what the Board needs as it continues to work closely with management to execute the companys growth strategy.
Roxannes deep experience in corporate strategy, human resources, government relations, and the oil and gas sector on a global scale will be immensely valuable as we continue to grow our business and create shareowner value, said Jeffrey R. Tarr, President and Chief Executive Officer of DigitalGlobe.
Ms. Decyk has a Bachelors degree in English Literature from the University of Illinois at Urbana-Champaign, as well as a Juris Doctorate degree from Marquette University.
About DigitalGlobe
DigitalGlobe is a leading provider of commercial high-resolution earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the worlds leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers most demanding mission requirements. Each day customers in defense and intelligence, public safety, civil agencies, map making and analysis, environmental monitoring, oil and gas exploration, infrastructure management, navigation technology, and providers of location-based services depend on DigitalGlobe data, information, technology and expertise to gain actionable insight.
DigitalGlobe is a registered trademark of DigitalGlobe.
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Media Contact
Abby Van Uum
Edelman for DigitalGlobe
Phone: (512) 634-3642
Email: digitalglobe@edelman.com
Nancy Coleman
Senior Director of Communication
Phone: (303) 684-1674
Email: nancy.coleman@digitalglobe.com
Investor Relations Contact
David Banks
Vice President of Investor Relations
Phone: (303) 684-4210
Email: ir@digitalglobe.com
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