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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.14a-12 Virgin Galactic Holdings, Inc. (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 the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Virgin Galactic is a vertically integrated aerospace company, pioneering human spaceflight for private individuals and researchers, as well as a manufacturer of advanced air and space vehicles. Message from our Chairman July 13, 2021 Dear Fellow Stockholders: On behalf of the Board of Directors, I cordially invite you to attend the 2021 annual meeting of stockholders (the “Annual Meeting”) of Virgin Galactic Holdings, Inc., which will be held on August 25, 2021, at 9:00 a.m., Pacific Time at www.virtualshareholdermeeting.com/SPCE2021. In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on June 28, 2021 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice and the attached Proxy Statement. Chamath Palihapitiya Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting. Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the PLEASE Annual Meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the Internet, by telephone or if, you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote JOIN your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at www.virtualshareholdermeeting.com/SPCE2021. US ON On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your 08/25/21 continued support. Chamath Palihapitiya Chair of the Board VIRGIN GALACTIC HOLDINGS, INC. 2021 PROXY STATEMENT Notice of Annual Meeting of Stockholders to be held on August 25, 2021 NOTICE IS HEREBY GIVEN that the 2021 annual meeting of stockholders stating the purpose of the request and providing proof of ownership of (the “Annual Meeting”) of Virgin Galactic Holdings, Inc., a Delaware Company stock. The list of these stockholders will also be available on the corporation (the “Company”), will be held on Wednesday, August 25, 2021, bottom of your screen during the Annual Meeting after entering the 16-digit at 9:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual control number included on the Notice of Internet Availability of Proxy meeting, which will be conducted via live webcast. You will be able to attend Materials that you received, on your proxy card, or on the materials provided the Annual Meeting online and submit your questions during the meeting by by your bank or broker. visiting www.virtualshareholdermeeting.com/SPCE2021. For instructions on how to attend and vote your shares at the Annual Meeting, see the Whether or not you attend the Annual Meeting, it is important that your information in the accompanying Proxy Statement in the section titled shares be represented and voted at the Annual Meeting. Therefore, I urge “General Information About the Annual Meeting — How can I attend and you to promptly vote and submit your proxy by phone, via the Internet, or, if vote at the Annual Meeting?” you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires The Annual Meeting is being held: no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how 1. to elect the director nominees listed in the Proxy Statement; you can vote are contained in that notice. If you have received a proxy card, instructions regarding how you can vote are contained on the proxy card. If 2 to ratify, in a non-binding vote, the appointment of KPMG LLP as the you decide to attend the Annual Meeting, you will be able to vote in person, Company’s independent registered public accounting firm for 2021; even if you have previously submitted your proxy. Note that, in light of possible timing impacts if voting by mail, we encourage stockholders 3. to approve, on an advisory (non-binding) basis, the compensation of our to submit their proxy by Internet or telephone. named executive officers; and By Order of the Board of Directors 4. to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. These items of business are described in the Proxy Statement that follows this notice. Holders of record of the Company’s common stock as of the Michael Colglazier close of business on June 28, 2021 are entitled to notice of and to vote at Chief Executive Officer, the Annual Meeting, or any continuation, postponement or adjournment President and Director thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a Las Cruces, New Mexico purpose germane to the meeting by sending an email to July 13, 2021 [email protected], Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com. VIRGIN GALACTIC HOLDINGS, INC. 2021 PROXY STATEMENT Table of Contents Forward-Looking Statements 1 Audit Committee 26 Proxy Summary 2 Compensation Committee 27 Proxy Statement for the Annual Meeting of Stockholders to be held on Nominating and Corporate Governance Committee 28 August 25, 2021 4 Safety Committee 28 General Information About the Annual Meeting and Voting 4 Board and Board Committee Meetings and Attendance 28 When and where will the Annual Meeting be held? 4 Executive Sessions 28 What are the purposes of the Annual Meeting? 4 Director Attendance at Annual Meeting of Stockholders 29 Are there any matters to be voted on at the Annual Meeting that are not Director Nominations Process 29 included in this Proxy Statement? 4 Board Role in Risk Oversight 30 Why did I receive a notice in the mail regarding the Internet availability of proxy Committee Charters and Corporate Governance Guidelines 31 materials instead of a paper copy of proxy materials 5 Code of Business Conduct and Ethics 31 What does it mean if I receive more than one Notice and Access Card or more Anti-Hedging Policy 31 than one set of proxy materials? 5 Communications with the Board 31 Can I vote my shares by filling out and returning the Notice and Access Card? 5 Commitment to ESG 31 Who is entitled to vote at the Annual Meeting? 5 Director Compensation 35 What is the difference between being a “record holder” and holding shares in “street name”? 6 Director Compensation Table for Fiscal Year 2020 36 What do I do if my shares are held in “street name”? 6 Compensation Committee Report 37 How many shares must be present to hold the Annual Meeting? 6 Executive Compensation 38 What are “broker non-votes”? 6 Compensation Discussion And Analysis 38 What if a quorum is not present at the Annual Meeting? 6 Executive Summary 38 How do I vote my shares without attending the Annual Meeting? 7 Operational and Performance Highlights 38 Why hold a virtual meeting? 7 Compensation Highlights 39 How can I attend and vote at the Annual Meeting? 7 Summary Compensation Table 47 Will I be able to ask questions at the Annual Meeting? 8
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