VIASAT INC 8-K

What Happened

• Viasat announced on May 6, 2026 that its Board appointed Shekar Ayyar (Class II) and Jinhy Yoon (Class I) as independent directors. Mr. Ayyar’s initial term expires at the Company’s 2028 annual meeting; Ms. Yoon’s term expires at the 2027 annual meeting. With these appointments the Board now has ten members, eight of whom are independent.
• The Company also entered into a Cooperation Agreement dated May 6, 2026 with Carronade Capital Management, LP and other members of the Investor Group regarding the appointments and board expansion. The press release announcing the hires and the agreement was issued May 7, 2026 (Exhibit 99.1) and the Cooperation Agreement is filed as Exhibit 10.1.

Key Details

• Appointees: Shekar Ayyar (Chairman & CEO of Arrcus; Ph.D. Johns Hopkins; MBA Wharton) and Jinhy Yoon (former PIMCO EVP; former Intelsat director; J.D. Columbia).
• Board makeup: increased to 10 directors; 8 independent after appointments. Both new directors join the Board’s Strategic Review Committee.
• Cooperation Agreement terms: includes voting commitments, customary standstill obligations and mutual non-disparagement; these obligations remain until the earlier of (a) 30 days before the last day of the advance notice period for non‑proxy access nominations for the 2027 annual meeting or (b) 100 days before the first anniversary of the 2026 annual meeting (the “Standstill Period”).
• Agreement termination triggers: end of the Standstill Period; announcement of definitive documents for an Extraordinary Transaction requiring shareholder approval; or an increase in Board size to more than 10 directors.
• Compensation/agreements: both directors will be paid under Viasat’s non-employee director policy (as described in the 2025 proxy) and will sign Viasat’s standard D&O indemnification agreement. No related-person transactions were reported.

Why It Matters

• Board composition and governance: adding two experienced directors with technology and finance backgrounds changes board dynamics and strengthens the Strategic Review Committee, which could influence corporate strategy and oversight.
• Investor engagement formalized: the Cooperation Agreement documents how an activist/investor group (Carronade and affiliates) will vote and behave (standstill and non‑disparagement), which limits certain activist actions while giving the Investor Group a structured role in governance.
• For investors: these actions are material to corporate oversight and potential strategic decisions (including any review overseen by the Strategic Review Committee). The filings (Exhibits 10.1 and 99.1) provide the full text of the cooperation terms and the Company’s public announcement.