Iridium Communications (IRDM) Proxy filing summary

Executive summary

• A merger agreement was signed for Rocket Lab to acquire Iridium through a two-step merger, with Iridium becoming an indirect wholly owned subsidiary of Rocket Lab, subject to shareholder and regulatory approvals.

• Iridium shareholders will receive $27.00 in cash and a variable number of Rocket Lab shares per Iridium share, with the exchange ratio based on Rocket Lab's stock price at closing.

• The transaction is structured to qualify as a tax-free reorganization if certain equity thresholds are met; otherwise, it will be taxable.

• The Iridium board unanimously recommends shareholders vote in favor of the merger, citing strategic and financial benefits.

• The special meeting for shareholder approval is scheduled for September 24, 2026, with a record date of August 21, 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of golden parachute compensation for executives, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding Iridium shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Directors and officers holding 1.6% of shares have entered into a support agreement to vote in favor of the merger.

Board of directors and corporate governance

• The Iridium board conducted a competitive process, soliciting offers from multiple parties, and determined Rocket Lab's offer was the most favorable.

• The board considered strategic alternatives, market conditions, and the fairness opinion of its financial advisor, Evercore.

• The merger agreement includes a no-shop provision, with exceptions for superior proposals and a matching right for Rocket Lab.