* | Represents holdings of less than one percent. | (1)
| | Percent of class refers to percentage of class beneficially owned as the term beneficial ownership is defined in Rule 13d‑3 under the Securities Exchange Act and is based upon the 21,427,078 shares of Voting Common Stock outstanding as of March 28, 2019.
|
| (2)
| | Does not include 14,040 vested restricted stock units, payable, in the sole discretion of the Company, in cash or in stock.
| (1) | Percent of class refers to percentage of class beneficially owned as the term beneficial ownership is defined in Rule 13d-3 under the Exchange Act and is based upon the 21,427,078 shares of Loral Voting Common Stock outstanding as of as of May 7, 2021. |
| (3)
| | Includes 8,529,419 shares of Voting Common Stock held by funds affiliated with MHR and 15,000 shares of Voting Common Stock held directly by Dr. Rachesky. Does not include 35,102 vested restricted stock units held directly by Dr. Rachesky,
| (2) | Does not include 18,452 vested Loral RSUs, payable, in the sole discretion of the Company, in cash or in stock. Does not include 9,505,673 shares of Non-Voting Common Stock held by funds affiliated with MHR. Dr. Rachesky is deemed to be the beneficial owner of Voting Common Stock and Non-Voting Common Stock held by the funds affiliated with MHR by virtue of his status as the managing member of MHRC, MHRC II, Institutional Advisors III and MHR Holdings and as manager of MHRC I. See “Ownership of Voting Common Stock – Principal Holders of Voting Common Stock” above. |
| (4)
| | Does not include 12,080 vested restricted stock units, payable, in the sole discretion of the Company, in cash or in stock.
|
| (5)
| | Includes 6,000 shares of Voting Common Stock owned by a trust for the benefit of Mr. Stenbit’s wife of which Mr. Stenbit disclaims beneficial ownership. Does not include 14,040 vested restricted stock units, payable, in the sole discretion of the Company, in cash or in stock.
|
| (6)
| | Includes 81,872 shares owned directly, 17,000 shares owned by a trust of which Mr. Targoff is a trustee and of which Mr. Targoff disclaims beneficial ownership and 25,894 shares owned by a charitable foundation of which Mr. Targoff is president and of which Mr. Targoff disclaims beneficial ownership.
|
| (7)
| | Does not include 75,262 vested restricted stock units, payable, in the sole discretion of the Company, in cash or in stock.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MHR Fund Management LLC
In connection with the transaction in which Loral acquired its interest in Telesat, on October 31, 2007, Loral and certain of its subsidiaries, Public Sector Pension Investment Board (“PSP”) and one of its subsidiaries, two third-party investors, Telesat and MHR entered into a Shareholders Agreement (the “Shareholders Agreement”). Under the Shareholders Agreement, subject to certain exceptions, in the event that either (i) ownershipsole discretion of Loral, in cash or control,in stock.
|
| (3) | Includes 8,529,419 shares of Loral Voting Common Stock held by funds affiliated with MHR and 15,000 shares of Loral Voting Common Stock held directly or indirectly,by Dr. Rachesky. Does not include 46,136 vested Loral RSUs held directly by Dr. Rachesky, payable, in the sole discretion of Loral’s votingLoral, in cash or in stock. Does not include 9,505,673 shares of Loral Non-Voting Common Stock held by funds affiliated with MHR. Dr. Rachesky is deemed to be the beneficial owner of Loral Voting Common Stock and Loral Non-Voting Common Stock held by the funds affiliated with MHR by virtue of his status as the managing member of MHRC, MHRC II, Institutional Advisors III and MHR Holdings and as manager of MHRC I. See “Ownership of Loral Voting Common Stock – Principal Holders of Loral Voting Common Stock” above. |
| (4) | Does not include 15,877 vested Loral RSUs, payable, in the sole discretion of Loral, in cash or in stock. In addition, upon settlement of his restricted stock falls below certain levels other thanunits, Mr. Simon is entitled to a payment of $81,600, which payment may be made, in connection with certain specified circumstances, including an acquisitionthe sole discretion of Loral, in cash or in stock. |
| (5) | Includes 6,000 shares of Loral Voting Common Stock owned by a Strategic Competitor (as definedtrust for the benefit of Mr. Stenbit’s wife of which Mr. Stenbit disclaims beneficial ownership. Does not include 18,452 vested Loral RSUs, payable, in the Shareholders Agreement)sole discretion of Loral, in cash or (ii) therein stock. |
| (6) | Includes 81,872 shares owned directly, 17,000 shares owned by a trust of which Mr. Targoff is a changetrustee and of which Mr. Targoff disclaims beneficial ownership and 25,894 shares owned by a charitable foundation of which Mr. Targoff is president and of which Mr. Targoff disclaims beneficial ownership. |
| (7) | Does not include 98,917 vested Loral RSUs, payable, in the compositionsole discretion of Loral, in cash or in stock. Also does not include a majoritypayment of $81,600 to Mr. Simon upon settlement of his Loral RSUs, which payment may be made, in the memberssole discretion of Loral, in cash or instock. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The Loral 2020 10-K contains information with respect to securities authorized for issuance under equity compensation plans required by Section 201(d) of Regulation S-K. See Note 9 to the Loral consolidated financial statements in the Loral 2020 10-K, which is incorporated by reference herein. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS For a description of certain relationships and related transactions between Loral, on the one hand, and MHR and Mr. Targoff, respectively, on the other hand, and director independence, see Item 13 of the Loral 2020 10-K, which is incorporated by reference herein. OTHER MATTERS Solicitation of Proxies Loral has engaged D.F. King to assist in the solicitation of proxies for the Loral Stockholder Meeting and for the special meeting of Loral stockholders to be convened to consider approval of the Transaction and obtain the Transaction Stockholder Vote. Loral estimates it will pay D.F. King a fee of approximately $25,000 plus certain charges for specified solicitation services and reimbursement of a reasonable amount of out-of-pocket expenses. Stockholder Proposals for 2021 Annual Meeting If the Transaction is consummated, Loral will not have public stockholders and there will be no public participation in any future meeting of Loral stockholders. Loral currently expects to complete the Transaction in the third quarter of 2021 (provided that, if all conditions to closing are satisfied or waived, then PSP Investments and Loral each have the right to extend the closing for up to 120 days). If the Transaction Agreement is approved by the Transaction Stockholder Vote and the Transaction is consummated, Loral will become a wholly owned subsidiary of Telesat Partnership and, consequently, will not hold subsequent annual meetings of Loral stockholders. After the consummation of the Transaction, Loral stockholders will be entitled to participate, either directly as stockholders of Telesat Corporation or indirectly (by virtue of a trust voting agreement) as holders of Telesat Partnership units, in the annual meetings of the stockholders of Telesat Corporation. If, however, the Transaction is not completed, Loral expects to hold an annual meeting of its stockholders later this year for 2021. If you intend for your proposal to be included in Loral’s 2021 proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act, you must send it to Loral’s Corporate Secretary within a reasonable amount of time following announcement of that meeting. Submitting a stockholder proposal does not guarantee that Loral will include it in its proxy statement if it does not satisfy the standards set forth in the rules of the SEC. In addition, Loral’s amended and restated bylaws establish an advance notice procedure with regard to certain matters, including stockholder proposals not included in Loral’s proxy statement, to be brought before an annual meeting of Loral stockholders. Under Loral’s amended and restated bylaws, if a Loral stockholder desires to bring a matter before the annual meeting of stockholders or if a Loral stockholder wants to nominate a person for election to the Loral Board, such stockholder must follow the procedures outlined in Loral’s amended and restated bylaws. A copy of Loral’s amended and restated bylaws is available without charge to stockholders of record upon written request to Loral’s Corporate Secretary. Loral’s bylaw procedures are separate from the SEC’s requirements that a stockholder must meet in order to have a stockholder proposal included in Loral’s proxy statement. Loral’s amended and restated bylaws require timely notice in writing of any business a Loral stockholder proposes to bring before the annual meeting of Loral stockholders and/or the nomination any Loral stockholder proposes to make at the annual meeting of Loral stockholders. Notice of business proposed to be brought before the
Loral Stockholder Meeting and/or director nominations proposed to be made at the 2021 annual meeting of Loral stockholders must be received by Loral’s Corporate Secretary not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by Loral. Communications with the Loral Board of Directors Loral stockholders and other interested parties wishing to communicate with the Loral Board, the non- management directors or an individual Loral Board member concerning Loral may do so by writing to the Loral Board, to the nonmanagement directors or to the particular Loral Board member and mailing the correspondence to Loral Space & Communications Inc., 600 Fifth Avenue, 16th Floor, New York, New York 10020, Attention: President, General Counsel and Secretary. If from a Loral stockholder, the envelope should indicate that it contains a stockholder communication. All such communication will be forwarded to the director or directors to whom the communications are addressed. Householding The SEC has adopted rules that permit companies and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Only one copy of this proxy statement is being delivered to multiple Loral stockholders sharing an address unless Loral has received contrary instructions from one or more of Loral stockholders. If a Loral stockholder at a shared address to which a single copy of this proxy statement was delivered wishes to receive a separate copy of this proxy statement, he, she or it should direct such stockholder’s written request to Loral Space & Communications Inc., Attention: Corporate Secretary, 600 Fifth Avenue, 16th Floor, New York, New York 10020 or contact Loral at (212) 697-1105. The Loral stockholder will be delivered, without charge, a separate copy of this proxy statement promptly upon request. If Loral stockholders at a shared address currently receiving multiple copies of this proxy statement wish to receive only a single copy of this document, they should contact Loral’s Corporate Secretary in the manner provided above.
WHERE YOU CAN FIND MORE INFORMATION Loral files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents Loral files at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Loral’s SEC filings also are available to the public at the SEC website at www.sec.gov. Also, you may obtain free copies of the documents Loral files with the SEC, including this proxy statement, by going to the Investor Relations page of Loral’s corporate website at www.loral.com. Loral’s website address is provided as inactive textual references only. The information provided on Loral’s website, other than copies of the documents listed below that have been filed with the SEC, are not part of this proxy statement and, therefore, are not incorporated herein by reference. Statements contained in this proxy statement, or in any document incorporated by reference in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows Loral to “incorporate by reference” into this proxy statement documents Loral files with the SEC. This means that Loral may disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that Loral files with the SEC will update and supersede that information. Loral incorporates by reference the documents listed below and any documents subsequently filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the date of the Loral Stockholder Meeting. | ● | Report on Form 10-K for the fiscal year ended December 31, 2020 (filed with the SEC on March 9, 2021); and |
| ● | Current Report on Form 8-K, filed with the SEC on April 26, 2021. |
Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of proxy statements and any of the documents incorporated by reference in this document or other information concerning Loral, without charge, by written or telephonic request directed to Loral Space & Communications Inc., Attention: Corporate Secretary, 600 Fifth Avenue, 16th Floor, New York, New York 10020, Telephone (212) 697-1105; or D.F. King, Loral’s proxy solicitor, by calling toll-free at (800) 821-8781 or collect at (212) 269-5550; or from the SEC through the SEC website at www.sec.gov. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents. Notwithstanding the foregoing, information furnished by Loral on any Current Report on Form 8-K, including the related exhibits, that, pursuant to and in accordance with the rules and regulations of the SEC, is not deemed “filed” for purposes of the Exchange Act will not be deemed to be incorporated by reference into this proxy statement. THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES OF LORAL VOTING COMMON STOCK AT THE LORAL STOCKHOLDER MEETING. LORAL HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED MAY 20, 2021. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.
| | 
| Loral Space & Communications Inc. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/LORL or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at Using a black ink pen, mark your votes with an X as shown in this example. www.investorvote.com/LORL Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Electing to the Loral Board overMr. John D. Harkey, Jr. and Mr. Michael B. Targoff, who have been nominated by the Loral Board to continue to serve as Class II directors and whose current terms will expire at the Loral Stockholder Meeting (the “Director Election Proposal”). For Withhold For Withhold 01 - John D. Harkey, Jr. 02 - Michael B. Targoff For Against Abstain For Against Abstain 2. Acting upon a consecutive two-year period withoutproposal to ratify the approvalappointment of Deloitte & Touche LLP as Loral’s independent registered public accounting firm for the year ending December 31, 2020 (the “Accounting Firm Proposal”). 3. Acting upon a proposal to approve, by non-binding, advisory vote, the compensation of Loral’s named executive officers as described in the proxy statement/prospectus (the “Say-On-Pay Proposal”). Please sign exactly as name or names appear hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such; if by a corporation, by an authorized officer; if by a partnership, in partnership name by an authorized person. For joint owners, all co-owners must sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 03DT0E B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. Virtual Annual Meeting Proxy Card |
| | 
| The 2020 Virtual Annual Meeting of Stockholders of Loral Space & Communications Inc. will be held on June 17, 2021 at 10:30 A.M. Eastern time, virtually via the internet at www.meetingcenter.io/277547950. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — LORL2021. q IF VOTING BY MAIL, SIGN, D ACH AND R URN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Notice of 2020 Virtual Annual Meeting of Stockholders Revocable Proxy Solicited by Board of Directors for Annual Meeting — June 17, 2021 Avi Katz and John Capogrossi, and each of them, are hereby appointed the proxies of the incumbent directors, Loral will lose its veto rights relatingundersigned, with full power of substitution on behalf of the undersigned to certain extraordinary actions by Telesat. In addition, after eithervote, as designated below, all the shares of these events, PSP will have certain rightsthe undersigned at the Virtual Annual Meeting of Stockholders of LORAL SPACE & COMMUNICATIONS INC. (“Loral”), to enable it to exit from its investmentbe held exclusively online via live webcast at www.meetingcenter.io/277547950, at 10:30 A.M. Eastern time on June 17, 2021 and at all adjournments or postponements thereof, in Telesat, including a right to cause Telesat to conduct an initial public offering in which PSP’s shares would be the first shares offered or, if no such offering has occurred within one year due to a lack of cooperation from Loral or Telesat, to cause the sale of Telesatmanner provided below and to drag along the other shareholders in such sale, subjectperson’s or persons’ sole discretion upon any other matter that may properly come before such meeting or any adjournment or postponement thereof, including to Loral’s right to call PSP’s shares at fair market value. The Shareholders Agreement provides for a board of directors of Telesat consisting of 10 directors, three nominated by Loral, three nominated by PSP and four independent directors to be selected by a nominating committee comprised of one PSP nominee, one nominee of Loral and one of the independent directors then in office. Each party to the Shareholders Agreement is obligated to vote all of its Telesat shares for the election of a substitute nominee for director as such person or persons may select in the directorsevent a nominee becomes unable to serve. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is indicated, this PROXY will be voted FOR the election of nominees listed hereon and FOR Proposals 2 and 3. The Board of Directors recommends that stockholders vote their shares in favor of the election of the Class II Directors who have been nominated by the nominating committee. PursuantBoard and in favor of Proposals 2 and 3. The stockholder(s) signed on the reverse side of this Proxy acknowledge(s) receipt of the Notice of Annual Meeting and accompanying Proxy Statement. (Items to actionbe voted appear on reverse side.) Change of Address — Please print new address below. + C Non-Voting Items Proxy — Loral Space & Communications Inc. ET ET Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/LORL
|
| | 
| Loral Space & Communications Inc. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Electing to the Loral Board Mr. John D. Harkey, Jr. and Mr. Michael B. Targoff, who have been nominated by the boardLoral Board to continue to serve as Class II directors and whose current terms will expire at the Loral Stockholder Meeting (the “Director Election Proposal”). For Withhold For Withhold 01 - John D. Harkey, Jr. 02 - Michael B. Targoff For Against Abstain For Against Abstain 2. Acting upon a proposal to ratify the appointment of directors taken on OctoberDeloitte & Touche LLP as Loral’s independent registered public accounting firm for the year ending December 31, 2007, Dr. Rachesky, who is non-executive Chairman2020 (the “Accounting Firm Proposal”). 3. Acting upon a proposal to approve, by non-binding, advisory vote, the compensation of Loral’s named executive officers as described in the Board of Loral, was appointed non-executive Chairman ofproxy statement/prospectus (the “Say-On-Pay Proposal”). Please sign exactly as name or names appear hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such; if by a corporation, by an authorized officer; if by a partnership, in partnership name by an authorized person. For joint owners, all co-owners must sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 03DT1E B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors of Telesat. In addition, Mr. Targoff, Loral’s Vice Chairman, serves onrecommends a vote FOR all the board of directors of Telesat. Dr. Rachesky, President of MHR,nominees listed and Ms. Yeung, a principalFOR Proposals 2 and General Counsel of MHR, are directors of Loral and, in that capacity, received compensation from Loral. See “Director Compensation” above.
Consulting Agreement
On December 14, 2012, Loral entered into a consulting agreement with Michael B. Targoff, Vice Chairman of the Company and former Chief Executive Officer and President. Pursuant to this agreement, Mr. Targoff is engaged as a part-time consultant to the Board to assist the Board with respect to the oversight of strategic matters relating to Telesat and XTAR. Under the consulting agreement, Mr. Targoff receives consulting fees of $120,000 per month before deduction of certain net expenses for which he reimburses the Company. For the year ended December 31, 2018, Mr. Targoff earned $1,440,000 (before his expense reimbursement to Loral of $45,000).
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our executive officers, directors and persons who own more than 10% of our Voting Common Stock to file reports with the SEC. Based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Loral believes that, during 2018, all filing requirements were met on a timely basis.
Solicitation of Proxies
The Company pays all of the costs of soliciting proxies. We will ask banks, brokers and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our Voting Common Stock and to obtain the authority of executed proxies. We will reimburse them for their reasonable expenses. We did not retain a proxy solicitor in connection with the 2019 Annual Meeting.
Stockholder Proposals for 20203. Virtual Annual Meeting Proxy Card
|
| | Any stockholder who intends to present a proposal for inclusion in our proxy materials for our
| q IF VOTING BY MAIL, SIGN, D ACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Notice of 2020 Virtual Annual Meeting of Stockholders pursuant to Rule 14a‑8 underRevocable Proxy Solicited by Board of Directors for Annual Meeting — June 17, 2021 Avi Katz and John Capogrossi, and each of them, are hereby appointed the Securities Exchange Act must deliver the proposal to the Corporate Secretaryproxies of the Companyundersigned, with full power of substitution on behalf of the undersigned to vote, as designated below, all the shares of the undersigned at our principal executive offices, locatedthe Virtual Annual Meeting of Stockholders of LORAL SPACE & COMMUNICATIONS INC. (“Loral”), to be held exclusively online via live webcast at www.meetingcenter.io/277547950, at 10:30 A.M. Eastern time on June 17, 2021 and at all adjournments or postponements thereof, in the manner provided below and in such person’s or persons’ sole discretion upon any other matter that may properly come before such meeting or any adjournment or postponement thereof, including to vote for the election of a substitute nominee for director as such person or persons may select in the event a nominee becomes unable to serve. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is indicated, this PROXY will be voted FOR the election of nominees listed hereon and FOR Proposals 2 and 3. The Board of Directors recommends that stockholders vote their shares in favor of the election of the Class II Directors who have been nominated by the Board and in favor of Proposals 2 and 3. The stockholder(s) signed on the reverse side of this Proxy acknowledge(s) receipt of the Notice of Annual Meeting and accompanying Proxy Statement. (Items to be voted appear on reverse side.) Proxy — Loral Space & Communications Inc., 600 Fifth Avenue, New York, New York 10020, not later than December 13, 2019. The notice and the proposal must satisfy the requirements specified in Rule 14a‑8. Any stockholder who intends to nominate a candidate for director election at the 2020 Annual Meeting of Stockholders or who intends to submit a proposal pursuant to our Bylaws without including such proposal in our proxy materials pursuant to Rule 14a‑8 must deliver timely notice of the nomination or the proposal to the Corporate Secretary of the Company at our principal executive offices, located at Loral Space & Communications Inc., 600 Fifth Avenue, New York, New York 10020, in the form provided in, and by the date required by, our Bylaws. To be timely, a stockholder’s notice must be delivered not later than the close of business on the ninetieth (90th) day (February 16, 2020), nor earlier than the close of business on the one hundred twentieth (120th) day (January 17, 2020), prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. The written notice must include certain information and satisfy the requirements set forth in our Bylaws, a copy of which will be sent to any stockholder upon written request to the Corporate Secretary of the Company.
Communications with the Board ET
Stockholders and other interested parties wishing to communicate with the Board of Directors, the non‑management directors or with an individual Board member concerning the Company may do so by writing to the Board, to the non-management directors or to the particular Board member and mailing the correspondence to Loral Space & Communications Inc., 600 Fifth Avenue, New York, New York 10020, Attention: President, General Counsel and Secretary. If from a stockholder, the envelope should indicate that it contains a stockholder communication. All such communication will be forwarded to the director or directors to whom the communications are addressed.
Code of Ethics
Loral has adopted a Code of Conduct for all of its employees, including all of its executive officers. This Code of Conduct is available on the Investor Relations — Corporate Governance section of our web site at www.loral.com. Any amendments or waivers to this Code of Conduct with respect to Loral’s principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions) will be posted on such web site. One may also obtain, without charge, a copy of this Code of Conduct by contacting our Investor Relations Department at (212) 697‑1105.
Householding
Under SEC rules, a single set of proxy statements and annual reports may be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. At the present time, we do not “household” for any of our stockholders of record. If a stockholder holds shares in street name, however, such beneficial holder’s bank, broker or other nominee may be delivering only one copy of our Proxy Statement and Annual Report on Form 10‑K to multiple stockholders of the same household who share the same address, and may continue to do so, unless such stockholder’s bank, broker or other nominee has received contrary instructions from one or more of the affected stockholders in the household. We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and our Annual Report on Form 10‑K to a stockholder at a shared address to which a single copy of the documents was delivered. A beneficial holder who wishes to receive a separate copy of our Proxy Statement and Annual Report on Form 10‑K, now or in the future, should submit this request by writing to Loral Space & Communications Inc., 600 Fifth Avenue, New York, New York 10020, Attention: Investor Relations Department, or by calling our Investor Relations Department at (212) 697‑1105. Beneficial holders sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future should contact their bank, broker or other nominee directly to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. Stockholders of record receiving multiple copies of our Proxy Statement and Annual Report on Form 10‑K may request householding by contacting our Investor Relations Department either in writing or by telephone at the above address or phone number.
| lllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Loral Space & Communications Inc. IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas. Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION,DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals -The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 3. + 1. Election of Two Class.I Directors: For Withhold For Withhold 3.Acting upon a proposal to approve, on a non-binding, advisory basis, compensation of the Company's named executive officers as described in the Company's Proxy Statement. 01-Arthur L.·Simon 02 - John P. Stenbit For Withhold For Against Abstain For Against Abstain 2. Acting upon a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31,2019. B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below Please sign exactly as name or names appear hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such; if by a corporation, by an authorized officer; if by a partnership, in partnership name by an authorized person. For joint owners, all co-owners must sign. Date (mm/dd/yyyy) - Please print date below. / / Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. 11 ----1-1 ---• + 1 U PX 4 1 5 4 1 7 2 0313AA
|
| | 
| PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - Loral Space & Communications Inc. Notice of 2019 Annual Meeting of Stockholders Revocable Proxy Solicited by Board of Directors for Annual Meeting - May 16, 2019 Avi Katz and John Capogrossi, and each of them, are hereby appointed the proxies of the undersigned, with full power of substitution on behalf of the undersigned to vote, as designated below, all the shares of the undersigned at the Annual Meeting of Stockholders of LORAL SPACE & COMMUNICATIONS INC. (the "Company"), to be held at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, at 10:30 A.M., on Thursday, May 16, 2019 and at all adjournments or postponements thereof, in the manner provided below and in such person's or persons' sole discretion upon any other matter that may properly come before such meeting or any adjournment or postponement thereof, including to vote for the election of a substitute nominee for director as such person or persons may select in the event a nominee becomes unable to serve. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is indicated, this PROXY will be voted FOR the election of nominees listed hereon and FOR Proposals 2 and 3. The Board of Directors recommends that stockholders vote their shares in favor of the election of the Class·I Directors that have been nominated by the Board and in favor of Proposals 2 and 3. The stockholder(s) signed on the reverse side of this proxy acknowledge(s) receipt of the Notice of Annual Meeting and accompanying Proxy Statement. (Items to be voted appear on reverse side.)
|
| | 
| 111111111111111111111111111111111111111111111111111111111111 Loral Space & Communications Inc. llllllllllllllllllllllllllllllllllllll lllllllllllllllllllllllllllllllC123456789 I IMPORTANT ANNUAL MEETING INFORMATION I 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE SACKPACK _ _ 1• ••11 ••1.1 ••11••1 ••1.1.1 • • • •11 ••1.1 ••11 ••1 ••111 •• •1 MRASAMPLE DESIGNATION (IF ANY) ADD 1 ADD2 ADD3 ADD4 ADD5 ADD6 Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas. Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2-3. + 1. Election of Two Class I Directors: For Withhold For Withhold 01 - Arthur L. Simon 02 - John-Stenbit For Against Abstain For Against Abstain 2. Acting upon a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. 3. Acting upon a proposal to approve, on a non-binding, advisory basis, compensation of the Company's named executive officers as described in the Company's Proxy Statement. B Non-Voting Items Change of Address - Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below Please sign exactly as name or names appear hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such; if by a corporation, by an authorized officer; if by a partnership, in partnership name by an authorized person. For joint owners, all co-owners must sign. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. / / c 1234567890 JNT 4 1 5 4 1 7 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 11111111111111111111111111111111 03139A 1 U PX
|
| | 
| PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - Loral Space & Communications Inc. Notice of 2019. Annual Meeting of Stockholders Revocable Proxy Solicited by Board of Directors for Annual Meeting - May 16, 2019 Avi Katz and John Capogrossi, and each of them, are hereby appointed the proxies of the undersigned, with full power of substitution on behalf of the undersigned to vote, as designated below, all the shares of the undersigned at the Annual Meeting of Stockholders of LORAL SPACE & COMMUNICATIONS INC. (the "Company"), to be held at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, at 10:30 A.M., on Thursday, May 16, 2019 and at all adjournments or postponements thereof, in the manner provided below and in such person's or persons' sole discretion upon any other matter that may properly come before such meeting or any adjournment or postponement thereof, including to vote for the election of a substitute nominee for director as such person or persons may select in the event a nominee becomes unable to serve. This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is indicated, this PROXY will be voted FOR the election of nominees listed hereon and FOR Proposals 2 and 3. The Board of Directors recommends that stockholders vote their shares in favor of the election of the Class I Directors that have been nominated by the Board and in favor of Proposals 2 and 3. The stockholder(s) signed on the reverse side of this proxy acknowledge(s) receipt of the Notice of Annual Meeting and accompanying Proxy Statement. (Items to be voted appear on reverse side.
|
|
|
