| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | |
| Dated: June 24, 2022 | | |
By:
/s/ Paul W. Orban
Paul W. Orban
Executive Vice President and Chief Financial Officer |
|
| | |
Page
|
| |||
| | | | 2 | | | |
| | | | 13 | | | |
| | | | 15 | | | |
| | | | 16 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 23 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 26 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 31 | | | |
| | | | 32 | | | |
| | | | 33 | | | |
| | | | 33 | | | |
SCHEDULE | | | | | | | |
| | | | A-1 | | |
| |
Exchanged Options
|
| | |
New Options
|
| |
| |
•
Vested Time-Based Options; and
•
Vested 2019 LTIP Options
|
| | |
New Options issued in exchange for vested Eligible Options will have the following vesting schedule:
•
40% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024 and July 1, 2025
|
| |
| | Unvested Time-Based Options | | | |
New Options issued in exchange for unvested Eligible Options will have the following vesting schedule:
•
0% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027
|
| |
| | Unvested 2019 LTIP Options | | | | New Options issued in exchange for unvested 2019 LTIP Options will have the same vesting conditions as the 2019 LTIP Options | | |
| | 2022 Incentive Plan Options | | | | New Options issued in exchange for 2022 Incentive Plan Options will have the same vesting conditions as the 2022 Incentive Plan Options | | |
Question
|
| |
Page
|
| |||
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 10 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 12 | | |
| |
Exchanged Options
|
| | |
New Options
|
| |
| |
•
Vested Time-Based Options; and
•
Vested 2019 LTIP Options
|
| | |
New Options issued in exchange for vested Eligible Options will have the following vesting schedule:
•
40% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024 and July 1, 2025
|
| |
| | Unvested Time-Based Options | | | |
New Options issued in exchange for unvested Eligible Options will have the following vesting schedule:
•
0% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027
|
| |
| | Unvested 2019 LTIP Options | | | | New Options issued in exchange for unvested 2019 LTIP Options will have the same vesting conditions as the 2019 LTIP Options | | |
| | 2022 Incentive Plan Options | | | | New Options issued in exchange for 2022 Incentive Plan Options will have the same vesting conditions as the 2022 Incentive Plan Options | | |
| | |
Page
|
| |||
| | | | 16 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 23 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 26 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 31 | | | |
| | | | 32 | | | |
| | | | 33 | | | |
| | | | 33 | | |
| |
Exchanged Options
|
| | |
New Options
|
| |
| |
•
Vested Time-Based Options; and
•
Vested 2019 LTIP Options
|
| | |
New Options issued in exchange for vested Eligible Options will have the following vesting schedule:
•
40% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024 and July 1, 2025
|
| |
| | Unvested Time-Based Options | | | |
New Options issued in exchange for unvested Eligible Options will have the following vesting schedule:
•
0% immediately vested
•
20% vesting annually on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027
|
| |
| | Unvested 2019 LTIP Options | | | | New Options issued in exchange for unvested 2019 LTIP Options will have the same vesting conditions as the 2019 LTIP Options | | |
| | 2022 Incentive Plan Options | | | | New Options issued in exchange for 2022 Incentive Plan Options will have the same vesting conditions as the 2022 Incentive Plan Options | | |
| | |
High
|
| |
Low
|
| ||||||
Fiscal Year Ending December 31, 2022 | | | | | | | | | | | | | |
Second Quarter (through June 21, 2022)
|
| | | $ | 33.50 | | | | | $ | 16.52 | | |
First Quarter
|
| | | $ | 36.37 | | | | | $ | 27.57 | | |
Fiscal Year Ended December 31, 2021 | | | | | | | | | | | | | |
Fourth Quarter
|
| | | $ | 45.43 | | | | | $ | 30.55 | | |
Third Quarter
|
| | | $ | 45.57 | | | | | $ | 39.02 | | |
Second Quarter
|
| | | $ | 46.53 | | | | | $ | 36.80 | | |
First Quarter
|
| | | $ | 38.97 | | | | | $ | 29.04 | | |
Fiscal Year Ended December 31, 2020 | | | | | | | | | | | | | |
Fourth Quarter
|
| | | $ | 37.17 | | | | | $ | 24.81 | | |
Third Quarter
|
| | | $ | 35.52 | | | | | $ | 28.55 | | |
Second Quarter
|
| | | $ | 37.32 | | | | | $ | 18.70 | | |
First Quarter
|
| | | $ | 41.29 | | | | | $ | 18.15 | | |
Name
|
| |
Eligible
Options Held |
| |||
James S. Allen
|
| | | | 70,000 | | |
W. Erik Carlson
|
| | | | 1,100,000 | | |
Thomas A. Cullen
|
| | | | 400,000 | | |
Timothy A. Messner
|
| | | | 282,500 | | |
Paul W. Orban
|
| | | | 365,000 | | |
David A. Scott
|
| | | | 250,000 | | |
John W. Swieringa
|
| | | | 525,000 | | |
NAME
|
| |
POSITIONS AND OFFICES HELD
|
|
Kathleen Q. Abernathy | | | Director | |
James S. Allen | | | Senior Vice President and Chief Accounting Officer | |
George R. Brokaw | | | Director | |
W. Erik Carlson | | | Director, President and Chief Executive Officer | |
Thomas A. Cullen | | | Executive Vice President, Corporate Development | |
James DeFranco | | | Director and Executive Vice President | |
Cantey M. Ergen | | | Director and Senior Advisor | |
Charles W. Ergen | | | Chairman | |
Timothy A. Messner | | | Executive Vice President and General Counsel | |
Paul W. Orban | | | Executive Vice President and Chief Financial Officer | |
Tom A. Ortolf | | | Director | |
Joseph T. Proietti | | | Director | |
David A. Scott | | | Executive Vice President and Chief Human Resources Officer | |
John W. Swieringa | | | President and Chief Operating Officer, Wireless | |
[On or after each of the following dates
|
| |
Percentage of
Options Vesting |
| |||
First Anniversary of the Grant Date
|
| | | | 20% | | |
Second Anniversary of the Grant Date
|
| | | | 20% | | |
Third Anniversary of the Grant Date
|
| | | | 20% | | |
Fourth Anniversary of the Grant Date
|
| | | | 20% | | |
Fifth Anniversary of the Grant Date
|
| | | | 20%]2 | | |
[On or after each of the following dates
|
| |
Percentage of
Options Vesting |
| |||
Grant Date
|
| | | | 40% | | |
July 1, 2023
|
| | | | 20% | | |
July 1, 2024
|
| | | | 20% | | |
July 1, 2025
|
| | | | 20%]3 | | |
[On or after each of the following dates
|
| |
Percentage of
Options Vesting |
| |||
July 1, 2023
|
| | | | 20% | | |
July 1, 2024
|
| | | | 20% | | |
July 1, 2025
|
| | | | 20% | | |
July 1, 2026
|
| | | | 20% | | |
July 1, 2027
|
| | | | 20%]4 | | |
| | |
Transaction Valuation
|
| |
Fee Rate
|
| |
Amount of Filing Fee
|
| |||||||||
Fees to Be Paid
|
| | | $ | 64,565,777.40(1) | | | | | | 0.0000927 | | | | | $ | 5,985.25(2) | | |
Fees Previously Paid
|
| | | | — | | | | | | | | | | | | | | |
Total Transaction Valuation
|
| | | $ | 64,565,777.40(1) | | | | | | | | | | | | | | |
Total Fees Due for Filing
|
| | | | | | | | | | | | | | | $ | 5,985.25 | | |
Total Fees Previously Paid
|
| | | | | | | | | | | | | | | $ | — | | |
Total Fee Offsets
|
| | | | | | | | | | | | | | | $ | — | | |
Net Fee Due
|
| | | | | | | | | | | | | | | $ | 5,985.25 | | |