UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 1, 2014

 


 

DIGITALGLOBE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-34299

 

31-1420852

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

1601 Dry Creek Drive, Suite 260

Longmont, Colorado  80503

(Address of principal executive offices, including zip code)

 

(303) 684-4000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)  On July 1, 2014, the Board of Directors (“Board”) of DigitalGlobe, Inc. (“Company”), appointed Ms. Roxanne Decyk to fill an existing vacancy on the Board.  Effective July 1, 2014, Ms. Decyk joined the Board and became a member of its Compensation Committee.  Ms. Decyk will serve as a Class III director, and will stand for re-election at the 2015 Annual Meeting of Stockholders.  Ms. Decyk, age 61, retired as Executive Vice President of Global Government Relations for Royal Dutch Shell, plc, an oil, gas, chemical and refined petroleum products company, in December 2010, after serving in that position since June 2009.  From 2008 until June 2009, Ms. Decyk served as Corporate Affairs and Sustainable Development Director of Royal Dutch Shell plc and from July 2005 to 2008, she served as Corporate Affairs Director.  Prior thereto, Ms. Decyk was Director International of Shell International B.V., Senior Vice President Corporate Affairs and Human Resources of Shell Oil Company, and Vice President of Corporate Strategy of Shell International Limited.  Ms. Decyk also serves as a director of Alliant Techsystems, Inc., Ensco PLC and Petrofac Ltd. and was most recently a director at Snap-on, Inc., retiring effective June 30, 2014. Ms. Decyk earned a Bachelor of Arts degree from the University of Illinois at Urbana-Champaign in English literature and a Juris Doctorate from Marquette University School of Law.

 

Ms. Decyk will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Ms. Decyk will serve on the Company’s Board this year, paid by the Company to all of its non-employee directors and as described under “Director Compensation” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission (“SEC”).  In connection with her appointment, Ms. Decyk will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2013 and is incorporated by reference herein.

 

Item 7.01                                           Regulation FD Disclosure.

 

On July 1, 2014, the Company issued a press release announcing the appointment of Ms. Decyk to the Company’s Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

 

Item 9.01                                      Financial Statements and Exhibits.

 

(d) The following exhibit is furnished with this report:

 

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Exhibit 99.1                                                 Press Release dated July 1, 2014.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 1, 2014

DIGITALGLOBE, INC.

 

 

 

 

By:

/s/ Daniel L. Jablonsky

 

 

 

 

 

Senior Vice President, General Counsel
and Corporate Secretary

 

4



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 1, 2014.

 

5




Exhibit 99.1

 

 

PRESS RELEASE

 

DigitalGlobe Appoints Roxanne Decyk to Board of Directors

 

LONGMONT, Colo. — July 1, 2014 — DigitalGlobe, Inc. (NYSE: DGI), a leading provider of commercial high-resolution earth observation and advanced geospatial solutions, today announced the appointment of Ms. Roxanne J. Decyk to the DigitalGlobe Board of Directors, effective July 1, 2014.

 

Ms. Decyk is currently on the board of directors at the aerospace and defense firm Alliant Techsystems, where she serves as the Chairman of the Compensation Committee. She also serves as a board member of ENSCO PLC, the world’s second largest offshore driller, and Petrofac Ltd, which provides various management services for the oil and gas industry. From 1999 to 2010, Ms. Decyk worked for Royal Dutch Shell, where she served on the Executive Committee and most recently held the position of Executive Vice President of Global Government Relations.

 

“We are pleased to welcome Roxanne to our Board of Directors and believe she will bring tremendous insight to the organization,” said Gen. Howell M. Estes III, Chairman of DigitalGlobe’s Board of Directors. “With a diverse corporate and government affairs background, Roxanne is exactly what the Board needs as it continues to work closely with management to execute the company’s growth strategy.”

 

“Roxanne’s deep experience in corporate strategy, human resources, government relations, and the oil and gas sector on a global scale will be immensely valuable as we continue to grow our business and create shareowner value,” said Jeffrey R. Tarr, President and Chief Executive Officer of DigitalGlobe.

 

Ms. Decyk has a Bachelor’s degree in English Literature from the University of Illinois at Urbana-Champaign, as well as a Juris Doctorate degree from Marquette University.

 

 



 

About DigitalGlobe

 

DigitalGlobe is a leading provider of commercial high-resolution earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world’s leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers’ most demanding mission requirements. Each day customers in defense and intelligence, public safety, civil agencies, map making and analysis, environmental monitoring, oil and gas exploration, infrastructure management, navigation technology, and providers of location-based services depend on DigitalGlobe data, information, technology and expertise to gain actionable insight.

 

DigitalGlobe is a registered trademark of DigitalGlobe.

 

##

 

Media Contact

Abby Van Uum

Edelman for DigitalGlobe

Phone: (512) 634-3642

Email: digitalglobe@edelman.com

 

Nancy Coleman

Senior Director of Communication

Phone: (303) 684-1674

Email: nancy.coleman@digitalglobe.com

 

Investor Relations Contact
David Banks
Vice President of Investor Relations
Phone: (303) 684-4210
Email: ir@digitalglobe.com

 

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