Viasat (VSAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 5, 2024, as a virtual event for all shareholders of record as of July 8, 2024.

• Key proposals include director elections, auditor ratification, an advisory vote on executive compensation, and an amendment to the 1996 Equity Participation Plan.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for a three-year term, ratifying PricewaterhouseCoopers LLP as the independent auditor for FY2025, approving executive compensation, and amending the 1996 Equity Participation Plan.

• The Board has not received notice of other matters for the meeting.

• Shareholders can vote by internet, phone, or mail, and may revoke proxies at any time before the meeting.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with a combined Chairman/CEO and a Lead Independent Director.

• Four standing committees: Audit, Compensation and Human Resources, Nomination/Evaluation/Corporate Governance, and Banking and Finance.

• Board refreshment has increased diversity and reduced average tenure; 44% of directors identify as underrepresented.

• Stockholder engagement is emphasized, with 76% of outstanding shares represented in discussions during FY2024.