Globalstar (GSAT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, at company headquarters, with record date of 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 options for internet, phone, mail, or in-person voting.

• Thermo, the controlling stockholder, has specific voting restrictions 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, with Cowan and Wolff as Minority Directors.

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

• Proposal 3: Approve entry into the Amended Thermo Guaranty Agreement, reducing Thermo's guarantee to $100 million.

• Proposal 4: Approve amendment to the Certificate of Incorporation to provide for officer exculpation, aligning officer protections with those of directors.

• Each proposal has specific voting requirements, with Thermo and affiliates excluded from voting on certain items.

Board of directors and corporate governance

• Board consists of seven members divided into three classes, with staggered three-year terms.

• 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 some independence requirements.

• Leadership structure separates CEO and Executive Chairman roles.

• All directors attended at least 75% of meetings in 2024.