Globalstar (GSAT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, at company headquarters; record date is March 25, 2025.

• Stockholders will vote on four key proposals: election of three Class A Directors, ratification of Ernst & Young LLP as auditor, approval of the Amended Thermo Guaranty Agreement, and amendment to the Certificate of Incorporation for officer exculpation.

• Proxy materials are distributed electronically, with paper copies available upon request.

• Thermo, the controlling stockholder, has specific voting limitations on certain proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Keith O. Cowan, Benjamin G. Wolff, and Dr. Paul E. Jacobs as Class A Directors; Cowan and Wolff are Minority Directors, elected by non-Thermo stockholders.

• Proposal 2: Ratify Ernst & Young LLP as the 2025 independent registered public accounting firm.

• Proposal 3: Approve entry into the Amended Thermo Guaranty Agreement, reducing Thermo's guarantee to $100 million; only non-Thermo stockholders may vote.

• Proposal 4: Approve amendment to the Certificate of Incorporation to provide for officer exculpation, requiring both DGCL and Majority of the Minority approvals.

Board of directors and corporate governance

• Board consists of seven members across three staggered classes; two seats are currently vacant.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Strategic Review.

• Thermo's majority ownership classifies the company as a "controlled company" under Nasdaq rules, exempting it from certain independence requirements.

• Board and committee meetings were well attended in 2024.

• Strategic Review Committee oversees significant transactions involving Thermo and related parties.