Skip to main content

EchoStar CORP

For the period ended May 3, 2024. Filed Mar 20, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 3, 2024 · Filed Mar 20, 2024

ECHO$94.62+5.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

EchoStar Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

March 20, 2024

DEAR SHAREHOLDER:

It is my pleasure to invite you to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of EchoStar Corporation (“EchoStar”). The Annual Meeting will be held on May 3, 2024, at 9:00 a.m., Mountain Time. The Annual Meeting will be conducted online via live audio webcast atwww.virtualshareholdermeeting.com/SATS2024. We are pleased to use the virtual meeting format to facilitate shareholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows stockholders to participate fully from any location, without the cost of travel. You will be able to participate, submit questions and vote your shares electronically.

The enclosed Notice of the Annual Meeting and Proxy Statement describe the proposals to be considered and voted upon at the Annual Meeting. During the Annual Meeting, we will also review EchoStar’s operations and other items of general interest regarding the corporation.

All shareholders are invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting online, it is important that you be represented. To ensure that your vote is received and counted, please follow the instructions included with your proxy card to vote online, by mail or by telephone.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in EchoStar.

CHARLES W. ERGEN

Chairman of the Board of Directors

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF ECHOSTAR CORPORATION:

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of EchoStar Corporation will be held on May 3, 2024, at 9:00 a.m., Mountain Time, via the Internet through a virtual Web conference atwww.virtualshareholdermeeting.com/SATS2024. We are pleased to use the virtual meeting format to facilitate shareholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows shareholders to participate fully from any location, without the cost of travel.

The Annual Meeting is being held for the following purposes:

1.To elect eleven directors to our Board of Directors;
2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.To approve the Amended and Restated 2017 EchoStar Corporation Employee Stock Purchase Plan to increase the number of shares reserved for issuance under such plan; and
4.To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to attend the Annual Meeting, we ask that you vote using one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

●Vote online or by telephone, by following the instructions included with your proxy card; or
●Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only shareholders of record at the close of business on March 6, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. This Proxy Statement and proxy card were either made available to you on the Internet or mailed to you beginning on or about March 20, 2024.

By Order of the Board of Directors

DEAN A. MANSON

Chief Legal Officer and Secretary

March 20, 2024

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held May 3, 2024:

Our Annual Report, Proxy Statement and Notice of Internet Availability of

Proxy Materials are available atproxyvote.com.

9601 South Meridian Boulevard, Englewood, Colorado 80112 || Tel: (303) 723-1000 Fax: (303) 723-1999

PROXY STATEMENT

OF

ECHOSTAR CORPORATION

TABLE OF CONTENTS

GENERAL INFORMATION1
Date, Time and Place1
Securities Entitled to Vote1
Voting of Proxies1
Access to the Audio Webcast of the Annual Meeting2
Quorum2
Vote Required3
Submitting Questions; Rules of Conduct3
Householding4
PROPOSAL 1 — ELECTION OF DIRECTORS5
Nominees5
Director Compensation and Non-Employee Director Option Plan9

i

CORPORATE GOVERNANCE13
Board of Directors Information13
Committee Information14
Board Criteria and Board Selection Process15
Board Diversity16
Board Leadership Structure17
Code of Ethics17
The Board’s Role in Risk Oversight17
The Board’s Role in Cybersecurity Risk Oversight17
Other Information about Our Board of Directors18
INFORMATION CONCERNING OUR EXECUTIVE OFFICERS19
INFORMATION REGARDING CHIEF EXECUTIVE OFFICER PAY RATIO21
PAY VERSUS PERFORMANCE22
Relationship Between "Compensation Actually Paid" and Performance24

ii

EQUITY SECURITY OWNERSHIP AND RELATED MATTERS28
Equity Security Ownership of Certain Beneficial Owners and Management28
Delinquent Section 16(a) Reports33
EXECUTIVE COMPENSATION AND OTHER INFORMATION34
Compensation Discussion and Analysis34
Risk Assessment44
Compensation Committee Report45
Executive Compensation Tables46
Equity Compensation Plan Information53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS55
Related Party Transactions with Hughes Systique Corporation55
Related Party Transactions with TerreStar Solutions, Inc.55
Related Party Transactions with Deluxe/EchoStar LLC.55
Related Party Transactions with Broadband Connectivity Solutions (Restricted) Limited55
Related Party Transactions with NagraStar L.L.C.56
Related Party Transactions with Certain Members of Our Board of Directors56

iii

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM57
Appointment of Independent Registered Public Accounting Firm57
Principal Accountant Fees and Services57
Audit Committee Pre-Approval Process58
Report of the Audit Committee59
PROPOSAL 3 — APPROVAL OF THE AMENDED AND RESTATED 2017 ECHOSTAR CORPORATION EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER SUCH PLAN60
Summary of Material Terms of the Amended ESPP60
Federal Income Tax Consequences62
New Plan Benefits63
OTHER MATTERS64
ADDITIONAL INFORMATION64
APPENDIX A - ECHOSTAR CORPORATION 2017 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (as amended and restated, subject to and contingent upon shareholder approval at the 2024 Annual Meeting)A-1

iv

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.