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Schedule 14A

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Schedule 14A Table of Contents 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 (Amendment No. ) 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 Maxar Technologies 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): ⌧No fee required. ◻ 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: ◻ Fee paid previously with preliminary materials. ◻ 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: Table of Contents Letter from our Chair April 1, 2021 To my fellow stockholders: You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Maxar Technologies Inc., to be held on May 12, 2021, at 2:00 p.m., Mountain Time. The attached Notice of Annual Meeting and Proxy Statement describe the matters that we expect to act upon at the Annual Meeting and details on how to attend the virtual meeting. We are pleased to report that, despite challenges related to the COVID-19 global pandemic, 2020 was a very successful year for the Company. Maxar team members demonstrated exceptional resilience this year and continued to position the business for outsized growth. Dan and the Management Team excelled at addressing the priorities the Board provided them for 2020, including improving the Company’s capital structure. Closing the MDA transaction and extending some of our maturities this year represent significant strides in the journey to improve the Company’s capital structure and maturity schedule. The acquisition of the 50% of Vricon that Maxar did not already own in the third quarter of 2020 was also a key step to unlocking future growth. Vricon’s technology strongly aligns to Maxar’s portfolio and key drivers of the Company’s Earth Intelligence growth strategy. In the Space Infrastructure segment, the Company continued reengineering efforts and delivered key wins. The team also continued to provide exceptional support to civil customers on PPE, Psyche, OSAM-1 and other programs. As the Company continues to diversify and grow its U.S. Government customer base, Maxar’s track record of value and reliability positions it well to compete. Thank you for your investment and continued confidence in Maxar as we continue to grow the Company and its business to create value for you, our stockholders. I encourage you to review this proxy statement and promptly cast your vote in accordance with the board’s recommendations. General Howell M. Estes III Chair of the Board of Directors Maxar Technologies Inc. 1300 West 120th Avenue Westminster, Colorado 80234 Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2021 Agenda Location: · Elect eleven director nominees named in the accompanying Proxy Statement, Via webcast at https://virtualshareholdermeeting.com/MAXR2021 each for a one-year term expiring at our 2022 Annual Meeting of Stockholders; Date and Time: · Approve, on a non-binding advisory basis, the executive compensation of our named executive officers; May 12, 2021, 2:00 p.m. Mountain Time · Approve an Amendment to our 2019 Incentive Award Plan; Record Date: · Approve the Amendment and Restatement of our Amended and Restated You can vote if you were a stockholder as of the close of business on March 15, Certificate of Incorporation; 2021 · Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021; and · Transact such other business as may properly come before the meeting or any adjournment or postponement thereof. We are providing this Proxy Statement to you in connection with the solicitation of proxies to be used at the 2021 Annual Meeting of Stockholders of Maxar Technologies Inc. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and information about voting procedures. Due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our stockholders, this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted online via live webcast. You will be able to attend the Annual Meeting by visiting https://virtualshareholdermeeting.com/MAXR2021. If you own shares as a “Registered Holder,” rather than through a broker, you will need the 16-digit control/identification number and meeting code included on your Notice of Internet Availability of Proxy Materials or Proxy Card to participate in the Annual Meeting. If you own shares as a “Beneficial Owner” through a broker or agent, you must contact the broker or agent that holds your shares to obtain an access code for the webcast. You will need your access code and the meeting code included on your Notice of Internet Availability of Proxy Materials or Proxy Card to participate in the Annual Meeting. On or about April 1, 2021, we will send our stockholders entitled to notice of, and to vote at, the Annual Meeting either a (1) Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2020 Annual Report and how to vote shares at the Annual Meeting, or (2) a complete copy of the proxy materials by mail for those stockholders who requested hard copy delivery (or by email for those stockholders who requested electronic delivery). Your vote is very important. Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions as promptly as possible by following the instructions in the proxy materials you received in order to ensure your shares are represented at the Annual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from your broker, bank or nominee authorizing you to vote your shares at the Annual Meeting. By Authorization of the Board of Directors, James C. Lee Senior Vice President, General Counsel and Corporate Secretary Maxar Technologies Inc. 1300 West 120th Avenue Westminster, Colorado 80234 April 1, 2021 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 12, 2021: The 2021 Proxy Statement and 2020 Annual Report are available at www.proxyvote.com. Table of Contents TABLE OF CONTENTS PROXY SUMMARY 1 2020 BUSINESS HIGHLIGHTS 1 OUR BOARD OF DIRECTORS 1 MEETING AGENDA AND BOARD VOTING RECOMMENDATIONS 3 THE PROPOSALS 4 PROPOSAL 1 – ELECTION OF DIRECTORS 4 ● OUR BOARD MEMBERS 4 ● 2020 DIRECTOR COMPENSATION 17 ● PHILOSOPHY 17 ● 2020 DIRECTOR COMPENSATION STRUCTURE 17 ● DIRECTOR COMPENSATION 18 ● OTHER DIRECTOR COMPENSATION CONSIDERATIONS 18 PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 19 PROPOSAL 3 – AMENDMENT TO THE COMPANY’S 2019 INCENTIVE AWARD PLAN 20 PROPOSAL 4 – AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 26 PROPOSAL 5 – RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS 27 CORPORATE GOVERNANCE 28 BOARD COMMITTEES 28 ROLE OF THE BOARD OF DIRECTORS 30 DIRECTOR INDEPENDENCE 30 BOARD OF DIRECTORS LEADERSHIP STRUCTURE 30 BOARD OF DIRECTORS OVERSIGHT OF RISK 30 ANTI-HEDGING POLICY 31 CODE OF ETHICS AND BUSINESS CONDUCT 31 CORPORATE GOVERNANCE GUIDELINES 31 SUCCESSION PLANNING 31 DIRECTOR EVALUATION PROCESS 31 COMMUNICATION WITH THE BOARD OF DIRECTORS 31 RELATED-PERSON TRANSACTIONS POLICIES AND PROCEDURES 32 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 32 ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS 32 EXECUTIVE LEADERSHIP TEAM 37 AUDIT RELATED MATTERS 40 AUDIT AND FINANCE COMMITTEE REPORT 40 AUDIT AND NON-AUDIT FEES 41 PRE-APPROVAL OF INDEPENDENT AUDITOR SERVICES 41 COMPENSATION DISCUSSION & ANALYSIS 42 EXECUTIVE SUMMARY 43 COMPENSATION PHILOSOPHY AND OBJECTIVES 47 EXECUTIVE COMPENSATION POLICIES, PROVISIONS AND AGREEMENTS 50 i Table of Contents 2020 EXECUTIVE COMPENSATION PROGRAM 51 COMPENSATION COMMITTEE REPORT 58 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 58 COMPENSATION TABLES 59 SUMMARY COMPENSATION TABLE - 2020 59 2020 ALL OTHER COMPENSATION 60 2020 GRANTS OF PLAN-BASED AWARDS 60 2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 61 2020 OPTION EXERCISES AND STOCK VESTED 62 2020 NONQUALIFIED DEFERRED COMPENSATION 62 CEO PAY RATIO 62 PAYMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 62 SHARE OWNERSHIP 64 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 64 DELINQUENT SECTION 16(A) REPORTS 65 EMPLOYEE BENEFIT AND STOCK PLANS 66 QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING 67 ADDITIONAL INFORMATION AND OTHER MATTERS 70 SUPPLEMENTAL INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES 71 APPENDIX A – AMENDMENT TO MAXAR TECHNOLOGIES INC.
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