Iridium Communications Inc

1. 1

   The Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the June 28, 2026 Agreement and Plan of Merger with Rocket Lab Corporation, under which Iridium would be acquired through two potential mergers and its stockholders would receive $27.00 in cash plus a collar-based number of Rocket Lab common shares for each Iridium share.

   More detail

   Proposal 1 asks stockholders to adopt the merger agreement between Iridium and Rocket Lab, together with the related two-step merger transactions. Each Iridium share would be converted into $27.00 in cash plus Rocket Lab shares based on a collar-based exchange ratio ranging from 0.2400 to 0.4000, subject to the Rocket Lab stock price. The transaction would make Iridium an indirect wholly owned subsidiary of Rocket Lab and would result in the delisting and deregistration of Iridium stock. The Second Merger is structured to support intended tax-reorganization treatment if the stock consideration satisfies the applicable 40% equity threshold, although tax treatment is not assured. Management is seeking approval because the merger requires the affirmative vote of a majority of outstanding Iridium shares and cannot close without it. The Board emphasized the negotiated premium, the combination of immediate cash value and continuing equity participation, and the potential strategic benefits of integrating Iridium’s satellite communications network with Rocket Lab’s launch and space-systems businesses. The Board also considered the sale process, alternative proposals, regulatory requirements, financing arrangements, integration risks, stock-price volatility, and the possibility that the transaction may not qualify for tax-free treatment. Evercore delivered a fairness opinion stating that the Merger Consideration was fair from a financial point of view to Iridium stockholders as of June 28, 2026. The Board unanimously recommends voting FOR the proposal because it concluded that the negotiated terms and expected benefits outweighed the identified risks and represented the best available alternative for stockholders.

2. 2

   The Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the golden-parachute compensation payments that may be paid or become payable to Iridium’s named executive officers in connection with the Mergers.

   More detail

   Proposal 2 asks stockholders to approve, on an advisory and non-binding basis, compensation that may be paid to Iridium’s named executive officers in connection with the Mergers. The vote covers the golden-parachute disclosures required under Item 402(t) of Regulation S-K and Section 14A of the Exchange Act. The disclosed potential payments include cash severance, target annual bonuses, retention awards, accelerated or transaction-related equity value, and continued benefits such as COBRA coverage. Under the stated assumptions, aggregate potential compensation ranges from approximately $8.0 million for Scott Scheimreif to approximately $35.4 million for Matthew Desch. Much of the compensation is described as double-trigger, meaning it generally depends on a qualifying termination following the change in control, although certain equity and retention components may vest at closing or otherwise operate as single-trigger benefits. The advisory vote is separate from the merger approval vote and does not determine whether the Mergers can be completed. Even if stockholders reject the proposal, the compensation may still be paid if the merger agreement and existing compensation arrangements require it. Management is seeking approval to satisfy the federal shareholder-vote requirement and to allow stockholders to express their view on executive compensation connected to the transaction. The Board recommends FOR, while acknowledging that the vote is non-binding and does not alter the contractual or plan-based rights of the named executive officers.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

   More detail

   Proposal 3 asks stockholders to authorize adjournment of the special meeting if additional time is needed to obtain votes for the Merger Agreement Proposal. The mechanism is intended to permit Iridium to solicit additional proxies, including from stockholders who have already submitted votes. The proposal is procedural and does not itself approve the Mergers or amend the merger agreement. The Board does not intend to call a vote on the proposal if the Merger Agreement Proposal has already received sufficient votes for approval. Approval requires a majority of the shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions count as votes against, while failure to be present or represented generally has no effect assuming a quorum exists. The proposal may also facilitate an adjournment when a quorum is absent, subject to the meeting rules and the merger agreement. Management is seeking this authority as a protective measure to avoid losing the transaction solely because more proxy solicitation time is needed. The Board unanimously recommends voting FOR because additional solicitation could improve the likelihood of obtaining the required majority vote. Approval of the Adjournment Proposal is not a condition to completing the Mergers.

Upcoming shareholder meetings at Iridium Communications Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Iridium Communications Inc 2026 special meeting?

Iridium Communications Inc (IRDM) holds its 2026 special shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Iridium Communications Inc 2026 meeting?

The record date for the Iridium Communications Inc 2026 meeting is Friday, August 21, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Iridium Communications Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Iridium Communications Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.