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) ~~May~~June 1417, 2025

~~____________________________________________~~_____________________________________________

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

~~____________________________________________~~_____________________________________________

Delaware

001-33963

~~001~~26-~~33963~~1344998

~~26-1344998~~

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

incorporation)

Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

~~____________________________________________~~_____________________________________________

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 (see General Instruction A.2 below):

☐ 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 Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

~~Trading Symbol~~TradingSymbol(s)

Name of each ~~exchange~~exchangeon on which registered

Common Stock, $0.001 par value

IRDM

The Nasdaq Stock Market LLC

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. o☐

~~ITEM~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Approval~~On June 17, 2025, the Board of ~~Amended~~Directors (the “Board”) of Iridium Communications Inc. (the “Company”) appointed Monique S. Shivanandan as a director of the Company, effective immediately, and ~~Restated~~increased ~~2015~~the ~~Equity~~size ~~Incentive~~of ~~Plan~~the Board to eleven. Ms. Shivanandan’s initial term is scheduled to expire at the Company’s 2026 annual meeting of stockholders. Ms. Shivanandan will also serve on the Compensation Committee.

The AsBoard ~~described~~determined inthat ~~Item 5~~Ms.07 ~~below,~~Shivanandan onis ~~May~~an ~~14, 2025, at the 2025 Annual Meeting of Stockholders (the~~ “~~Annual~~independent ~~Meeting~~director”) ofin ~~Iridium~~accordance ~~Communications~~with ~~Inc.~~Nasdaq ~~(the~~listing ~~“Company”),~~standards ~~the~~and ~~Company’s stockholders approved~~ the ~~Iridium~~rules ~~Communications Inc. Amended~~ and ~~Restated~~regulations ~~2015~~of ~~Equity Incentive Plan (~~the ~~“Amended~~Securities and ~~Restated~~Exchange ~~Plan~~Commission (“SEC”),. ~~under~~There ~~which~~is ano ~~maximum~~arrangement ofor ~~38,097,991~~understanding ~~shares~~between ofMs. ~~common~~Shivanandan ~~stock~~and ~~are~~any ~~reserved~~other ~~for~~person ~~issuance~~ pursuant to ~~stock~~which ~~options~~she ~~and~~was ~~other~~selected ~~equity~~as ~~awards,~~a ~~plus~~director ~~shares~~of ~~underlying outstanding awards granted under~~ the ~~Iridium~~Company, ~~Communications~~and ~~Inc.~~there ~~2012~~is ~~Equity~~no ~~Incentive~~family ~~Plan~~relationship ~~that~~between ~~may~~Ms. beShivanandan ~~added~~and toany of the ~~Amended and Restated Plan~~Company’s ~~share~~other ~~reserve~~directors ~~under~~or ~~its~~executive ~~terms~~officers. The ~~Amended~~Company ~~and~~is ~~Restated~~not ~~Plan~~aware ~~was~~of ~~previously~~any ~~approved,~~transaction ~~subject~~involving toMs. ~~stockholder~~Shivanandan ~~approval,~~requiring bydisclosure ~~the~~under ~~Compensation~~Item ~~Committee~~404(a) of ~~the~~Regulation ~~Board~~S-K. ofAdditional ~~Directors~~information ofabout ~~the Company~~Ms. ~~The~~Shivanandan ~~Amended~~is ~~and~~set ~~Restated~~forth ~~Plan became effective immediately upon stockholder approval at the Annual Meeting~~below.

Ms. AShivanandan, ~~summary~~age of61, ~~the~~has ~~material~~served ~~terms~~as ofGroup ~~the~~Chief ~~Amended~~Data ~~and~~& ~~Restated~~Analytics ~~Plan~~Officer isat ~~set~~HSBC ~~forth~~Holdings inplc, ~~the~~a ~~Company’s~~multinational ~~definitive~~financial ~~proxy~~services ~~statement~~company, ~~for~~since ~~the~~May ~~Annual~~2023, ~~Meeting~~having ~~filed~~previously ~~with~~served ~~the~~as ~~Securities~~Chief ~~and~~Information ~~Exchange~~Security ~~Commission~~Officer onat ~~March~~HSBC ~~27,~~since ~~2025~~July (2020. She served as a group Chief Information Officer at the ~~“Proxy~~Chubb ~~Statement”)~~Group of Insurance Companies from 2017 to 2020. Earlier career experiences include serving as ~~Proposal~~Chief 4,Information ~~beginning~~Officer onat ~~page~~insurance ~~23,~~company Aviva plc and isChief ~~incorporated~~Technology ~~herein~~Officer byat ~~reference~~financial services company Capital One Financial Corporation. ~~That~~She ~~summary~~has also held roles at telecommunication companies BellSouth and BT Group plc, a UK multinational telecommunications company. She is chairwoman of the ~~foregoing~~board ~~description~~for ~~are~~Sepio, ~~qualified~~a incybersecurity ~~their~~asset ~~entirety~~risk bymanagement ~~reference~~company. toShe previously served on the ~~text~~board of directors of Network International, a digital commerce solutions provider, from 2021 to 2024, serving on the ~~Amended~~audit, risk and ~~Restated~~tech ~~Plan~~and compensation committees, ~~which~~and ison ~~filed~~the asboard ~~Exhibit~~of 10managers of J.1P. toMorgan ~~this~~Securities ~~Current~~from ~~Report~~2014 to 2018, serving on ~~Form~~the ~~8-K~~audit, risk and ~~incorporated~~nominations ~~herein~~committees. byMs. ~~reference~~Shivanandan graduated from Lehigh University with a BS Industrial Engineering.

~~ITEM~~For her service on the Board, Ms. Shivanandan will receive the Company’s standard compensation for non-employee directors in accordance with the Non-Employee Director Compensation Plan dated December 5, 2024, which is filed as Exhibit 10.~~03 Amendments~~26 to ~~Articles~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated by reference herein. Ms. Shivanandan has entered into the standard indemnity agreement the Company enters into with all directors, a copy of ~~Incorporation~~which oris ~~Bylaws;~~filed ~~Change~~as inExhibit ~~Fiscal~~10.5 ~~Year~~to the Company’s Form S-1/A filed with the SEC on February 4, 2008.

Amendment to the Company’s Certificate of Incorporation

As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to limit the monetary liability of certain officers of the Company in certain limited circumstances as permitted by the General Corporation Law of the State of Delaware. On May 14, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State. The Certificate of Amendment is more fully described in the Proxy Statement as Proposal 5, beginning on page 38, which description is incorporated herein by reference. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The Annual Meeting was held virtually on May 14, 2025. Of the 108,732,964 shares of common stock, par value $0.001 per share, outstanding as of the close of business on the record date of March 17, 2025, 90,580,895 shares, or approximately 83.3%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal 1 — Election of Directors

The following ten directors were elected to serve for one-year terms until the 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Name	Votes For	Votes Withheld	Broker Non-Votes
Robert H. Niehaus	76,405,103	4,309,816	9,865,976
Thomas C. Canfield	77,895,201	2,819,718	9,865,976
Matthew J. Desch	79,771,529	943,390	9,865,976
Thomas J. Fitzpatrick	79,213,711	1,501,208	9,865,976
L. Anthony Frazier	80,560,478	154,441	9,865,976
Alvin B. Krongard	79,184,737	1,530,182	9,865,976
Suzanne E. McBride	78,192,262	2,522,657	9,865,976
Admiral Eric T. Olson (Ret.)	78,323,662	2,391,257	9,865,976
Kay N. Sears	76,502,578	4,212,341	9,865,976
Jacqueline E. Yeaney	79,602,084	1,112,835	9,865,976

Proposal 2 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

The Company’s stockholders approved Proposal 2.

For						Against						Abstained						Broker Non-Votes
70,154,115						10,428,148						132,656						9,865,976

Proposal 3 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Company’s stockholders approved Proposal 3.

For						Against						Abstained
90,303,015						181,595						96,285

Proposal 4 — Approval of the Company’s Amended and Restated 2015 Equity Incentive Plan.

The Company’s stockholders approved Proposal 4.

For						Against						Abstained						Broker Non-Votes
71,412,646						9,188,832						113,441						9,865,976

Proposal 5 — Approval of the Amendment to the Certificate of Incorporation of the Company to limit the liability of certain officers as permitted by the Delaware General Corporation Law.

The Company’s stockholders approved Proposal 5.

For						Against						Abstained						Broker Non-Votes
71,476,171						9,167,805						70,943						9,865,976

Item 7.01 Regulation FD Disclosure.

On ~~May~~June 1417, 2025, the ~~Board~~Company ofissued ~~Directors~~a ofpress release announcing the ~~Company~~appointment ~~declared~~of aMs. ~~cash~~Shivanandan. A ~~dividend~~copy onof ~~its~~this ~~common~~press ~~stock~~release ofis $0furnished herewith as Exhibit 99.141 ~~per~~to ~~share~~this Report. The ~~dividend~~information iscontained ~~payable~~in onthe ~~June~~press 30release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~2025~~as amended (the “Exchange Act”), toand ~~stockholders~~is not incorporated by reference into any of ~~record~~the asCompany’s filings under the Securities Act of ~~June~~1933, 13as amended, ~~2025~~or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
3.1						Certificate of Amendment to Amended and Restated Certificate of Incorporation dated May 14, 2025.
99.1						Press Release dated June 17, 2025
10.1						Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).*
*Submitted electronically with this Report in accordance with the provisions of Regulation S-T
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T

SIGNATURE

IRIDIUM COMMUNICATIONS INC.

Date:

May 14, 2025

By:

/s/ Kathleen A. Morgan

Name:

Kathleen A. Morgan

Title:

Chief Legal Officer

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.


		IRIDIUM COMMUNICATIONS INC.

Date: June 17, 2025	By:	/s/ Kathleen A. Morgan
		Name: Kathleen A. Morgan
		Title: Chief Legal Officer

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