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.          )

You are cordially invited to attend a Specialthe 2020 Annual Meeting of Stockholders of Maxar Technologies Inc., to be held at Maxar’s corporate headquarters located at 1300 West 120th Avenue, Westminster, Colorado  80234, on October 30, 2019,May 13, 2020, at 12:302:00 p.m., Mountain Time. The attached Notice of SpecialAnnual Meeting and Proxy Statement describe the matters that we expect to act upon at the SpecialAnnual Meeting.

YourWe are pleased to report to you that we have made great strides to right the ship in 2019 and return Maxar to a path towards profitable growth.

To that end, the board worked hard with Dan and his team to craft a sensible five-year strategic plan and an executable 2019 Annual Operating Plan. The board also provided Dan with a set of priorities for 2019 which included stabilizing the Company, developing a plan for SSL (now called Space Infrastructure) and most importantly improving the Company’s capital structure.

To stabilize the Company, in his first month as our CEO, Dan with the board’s support reorganized the Company from one which amounted to a corporate headquarters with four businesses to a single Company structure with integrated work flows that resulted in what we call “One Maxar.” MDA continued to be operated as a separate entity reflecting its Canadian heritage.

As we evaluated SSL, it became clear that it was unique to the space infrastructure business and worth preserving. We believed investing in a single line of business (GEO Comsat) was too narrow. The space infrastructure business is very cyclical. Therefore, the Space Infrastructure of the future had to have multiple lines of business so that when one line was down others were up keeping the workflow somewhat consistent. Management has now made further inroads into the U.S. Government, with the win of NASA’s Artemis Program’s Power Propulsion Element as a major indicator of our ability to move further into these customer bases. We expect to broaden the customer playing field even further in the years ahead. In addition, Space Infrastructure is optimizing its resources and driving its processes toward more efficient and predictable results that are suited for the more diverse customer base.

But in the end, the most important action the Company took in 2019 was to improve its capital structure. We reduced debt by taking the following actions: sold land the Company owned in Palo Alto, refinanced the remaining debt and extended maturities beyond our short term capital expense buildup while we prepare for the launch of Legion, and entered into a definitive agreement to sell MDA. We believe MDA is not essential to the end-to-end capability key to our future success, and upon the expected closing of this sale transaction we will have reduced debt levels and leverage considerably. We enter this decade on much stronger footing financially as a result.

All in all, a lot was accomplished in 2019. The board is extremely pleased with the job done by Dan and his team to turn the Company around. Thank you for your investment and continued confidence in Maxar as we face new challenges and new opportunities to create value for you, our stockholders.

I encourage you to review this proxy statement and to vote is important. We hope that you will attend the meeting, but whether or not you attend, please submit your proxy or voting instructions as soon as possible to ensureso that your shares are votedwill be represented at the Specialmeeting.

Depending on concerns about and developments relating to the Coronavirus or COVID-19 outbreak, we might change the date, time and/or location of the Annual Meeting and/or hold a full or hybrid Virtual Annual Meeting instead of holding the Annual Meeting at the date, time and/or location outlined above. In that event, the Annual Meeting may be conducted solely or partially virtually and/or on and at such revised date, time and location. We would publicly announce any such determinations and changes and means for accessing any full or hybrid Virtual Annual Meeting in a press release available on our website as soon as practicable before the Annual Meeting. The accompanying Notice of Special MeetingIn addition, any such determinations and Proxy Statement provide information about the matters on which you may vote. If you wish to attend the meeting in person, please follow the advance registration instructions in the Proxy Statement.changes will also be communicated as required by applicable law.

On behalf

General Howell M. Estes III

Chair of the Board of Directors thank you for your continued support of Maxar.

Sincerely,

Daniel L. Jablonsky

Director, President and Chief Executive Officer

Maxar Technologies Inc.

1300 West 120th Avenue

Westminster, Colorado 80234

(303) 684‑4000

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 30, 2019MAY 13, 2020

We are providing this Proxy Statement to you in connection with the solicitation of proxies to be used at the Special2020 Annual Meeting of Stockholders of Maxar Technologies Inc. This Proxy Statement contains important information regarding our SpecialAnnual Meeting, the proposalproposals on which you are being asked to vote, information you may find useful in determining how to vote and information about voting procedures.

On or about September [26], 2019,March 31, 2020, we will send our Stockholdersstockholders entitled to notice of, and to vote at, the SpecialAnnual Meeting either a (1) Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2019 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 Stockholdersstockholders who requested electronic delivery).

Depending on concerns about and developments relating to the Coronavirus or COVID-19 outbreak, we might change the date, time and/or location of the Annual Meeting and/or hold a full or hybrid Virtual Annual Meeting instead of holding the Annual Meeting at the date, time and/or location outlined above. In that event, the Annual Meeting may be conducted solely or partially virtually and/or on and at such revised date, time and location. We would publicly announce any such determinations and changes and means for those Stockholders who requested hard copy delivery.

A Specialaccessing any full or hybrid Virtual Annual Meeting of Stockholders is an unusual event. Suchin a meeting is held when an issue needs to comepress release available on our website as soon as practicable before our Stockholders for a vote that cannot wait for the next annual meeting, normally held in May of each year. We want to provide an explanation in plain English for you that lays out what the proposal is, why we are addressing it nowAnnual Meeting. In addition, any such determinations and why the Board seeks your approval:

changes will also be communicated as required by applicable law.

Your vote is very important to us.important. Whether or not you expect to attend the SpecialAnnual 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 SpecialAnnual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the SpecialAnnual Meeting. Please note, however, that if your shares are held by a broker, bank or other nominee and you wish to vote at the SpecialAnnual Meeting, you must obtain a proxy issued in your name from your broker, bank or nominee authorizing you to vote your shares at the SpecialAnnual Meeting.

Thank you for your continued support of Maxar.

TABLE OF CONTENTS

PROXY SUMMARY

2019 Business Highlights

We generated $1.66 billion in revenue, $109 million in net income and $416 million in Adjusted EBITDA in 2019 while making solid progress in positioning Maxar for sustained top and bottom-line growth, including efforts to reduce debt and leverage levels, re-engineer the Space Infrastructure business, position our Earth Intelligence and MDA businesses for long-term growth, and create a leaner, more agile organization with a reduced cost structure.

Reducing debt and leverage: We announced actions during 2019 to reduce debt by roughly $1 billion, including the sale / leaseback of facilities in Palo Alto and the divestiture of the MDA business.  We also re-financed nearer-term maturities through a $1 billion bond offering.  Combined, these moves better align future debt maturities with the positive cash flow streams we expect after the launch of our WorldView Legion constellation.

Re-engineering Space Infrastructure business: In addition to reducing the cost structure of the business, re-engineering it for increased flexibility going forward, and winning two geosynchronous communications satellite (GEO Comsat) awards, we deployed a growth strategy to reduce our historic dependence on the commercial market.  We are now keenly focused on diversifying into the civil government and military / classified markets, particularly here in the United States. As a positive proof point, we garnered key new wins with NASA in support of the agency’s missions to return to the moon and to monitor the environment here on Earth.  We expect this initiative to result in less cyclicality and improved financial performance in the future. 

Positioning MDA for long-term growth: We won several awardsduring 2019 that better position this business for growth over the next several years, including the initial design phase work on both the Canadian Surface Combatant and Canadarm-3, manufacturing work to provide flight ready repeaters to be launched on the US Air Force’s GPS 3 satellites, design work with the Canadian Space Agency for a wildfire monitoring satellite, and manufacturing work with Airbus for advanced navigation antennas.  Please note that the MDA is now a part of discontinued operations in our financial statements given the announcement to divest the business.

Positioning Imagery and Services for long-term growth:  Despite the loss of WorldView-4, our Imagery and Services businesses, which we have now designated as a reporting segment called Earth Intelligence (EI), performed well during the year as we booked several notable awards including new contracts with several sovereign countries for our data and platform offerings, a four-year contract with the US government for access to our Global – Enhanced Geospatial Delivery (Global-EGD) platform, a GEOINT cloud architecture contract with the US Air Force, a study contract with the National Reconnaissance Office that will enable the US government to gain a greater understanding of Maxar’s current and future commercial imagery capabilities, and a contract with the US Army, through a joint venture company called Vricon, to support the branch’s One World Terrain capability.  We also continued to expand our installed base of customers using our SecureWatch data access platform and signed contracts with NGOs such as Vulcan, who will use our imagery in part to help reduce illegal fishing. Finally, we signed renewal contracts with commercial customers such as HERE and ESRI, and a contract with Toyota Research Institute Advanced Development Inc. and NTT Data Corporation to develop a proof of concept to build automated high-definition (HD) maps for autonomous vehicles using high-resolution satellite imagery.  These business development successes better position Earth Intelligence for the future and they will be enhanced in the years to come by additional imagery capacity from the WorldView Legion constellation, which is due to be launched in 2021.

Reducing cost structure and deploying a new operating model:  We made progress in our efforts to reshape and restructure the business and saw good traction with the deployment of a new operating model.  Our product teams worked across the Company, and our global field operations team began building and executing on a robust pipeline.  We also saw good market reaction as we rolled out our positioning of the one Maxar brand, and our finance and operations staffs worked on consolidation and streamlining efforts. We expect these initiatives to save money, improve our time to market with new products and services, and improve collaboration across the organization – all of which are beginning to unlock growth and improve team member engagement.

*Adjusted EBITDA is a non-GAAP financial measure; see the section entitled “Supplemental Information about Non-GAAP Financial Measures” on page 68 for reconciliation of non-GAAP measures and reasons we use them.

Our Board of Directors

Our Board of Directors is comprised of highly skilled and experienced members from diverse commercial and government backgrounds, who collectively provide the depth, expertise and leadership to assist management and represent the interests of our stockholders. Our Board of Directors’ top priorities are to represent the Company’s stockholders and create long-term value, and to oversee the development and execution of the Company’s strategy. In realizing our purpose, our Board of Directors and our Company maintain the highest standards of ethical conduct and sound corporate governance, which are described in more detail below in the Corporate Governance section of this Proxy Statement, beginning on page 26.

A  - Audit and Finance Committee

CC – Compensation Committee

NCG – Nominating and Corporate Governance Committee

R – Risk Committee

C* –Committee Chairperson

Meeting Agenda and Board Voting Recommendations

The following table summarizes the proposalproposals to be considered at our SpecialAnnual Meeting and the Board of Directors’ voting recommendation with respect to theeach proposal:

You Can Vote in the Following Ways:

THE PROPOSALPROPOSALS

Proposal 1 - Election of Directors

At this year’s Annual Meeting, we will be presenting nine director nominees for election, each to serve a term of one year expiring at our 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. The nominees are Howell M. Estes III, Nick S. Cyprus, Roxanne J. Decyk, Joanne O. Isham, Daniel L. Jablonsky, C. Robert Kehler, L. Roger Mason, Jr., Eric J. Zahler, and Eddy Zervigon.  Mr. Robert L. Phillips, a current director, is not standing for re-election and will retire from the Board of Directors effective at the conclusion of the Annual Meeting.

Each of the nominees standing for election is presently a member of the Board of Directors elected by the stockholders with the exception of Mr. Zervigon, who was appointed to the Board of Directors on October 20, 2019. Each of the nominees standing for election is considered independent, with the exception of Mr. Jablonsky.

The Board of Directors, acting upon the recommendation of the Nominating and Corporate Governance Committee, recommends that the stockholders vote in favor of the election of the nominees named in this Proxy Statement to serve as members of the Board of Directors. Each of the nominees has consented to be named in this Proxy Statement and to serve if elected.

As of March 19, 2020, the authorized number of Board of Directors consists of ten directors and the Board of Directors currently consists of 10 members. Mr. Robert L. Phillips will not stand for re-election at the Annual Meeting. If, at the time of the Annual Meeting, any of the nominees should be unable or unwilling for good cause to serve, the persons named as proxy on the proxy card will vote for such substitute nominee or nominees as the Board of Directors recommends, or vote to allow the resulting vacancy to remain open until filled by the Board of Directors, as the Board of Directors recommends.

Our Board Members

The following biographical information about each nominee to our Board of Directors summarizes the specific experiences, skills and qualifications that led to the conclusion that each of our director nominees should serve on the Board of Directors. Our Nominating and Corporate Governance Committee, composed entirely of independent directors, is responsible for making recommendations to the Board of Directors regarding candidates for directorships. The Nominating and Corporate Governance Committee evaluates and reviews with the Board of Directors, no less than annually, the appropriate qualifications, expertise and characteristics required of our Non-Employee Directors to ensure that the Board of Directors, as a whole, contains the diverse mix of expertise, experience, skills and backgrounds necessary to oversee the development and implementation of the Company’s long-term strategy and to represent the interests of our stockholders.

The Nominating and Corporate Governance Committee promotes Maxar’s Board Diversity Policy and considers diversity in the context of our Board of Directors as a whole to ensure that a broad range of perspectives are represented on our Board of Directors. For the purpose of Board of Directors composition, diversity includes, but is not limited to, business experience, geography, age, ethnicity and gender. Currently, 30% of our Board of Directors represents a gender or ethnic minority. The average age of the nominees standing for election is 62.9 and the average tenure of the nominees standing for election is 2.9 years.

Listed below are some of the skills, characteristics and experiences we look for in the members of our Board of Directors:

Senior Leadership Experience – ApproveThe Board of Directors looks for individuals with experience serving in a senior executive position, including as chief executive officer. The Board of Directors believes that extensive senior executive-level experience provides a practical understanding of how organizations operate, and enables leadership in core management areas, including operations, human resources, financial planning, compliance, marketing and communications. The Board of Directors believes individuals with this experience are valuable to the Company’s ability to execute on its strategic vision.

Global Business Experience – The Board of Directors looks for individuals with international business experience, who are highly respected in business and financial communities and have extensive experience working with and for international companies and dealing with global issues.

Human Resources Experience – The Board of Directors also looks for individuals with extensive knowledge and experience in the field of human resources, executive compensation and global rewards. The Board of Directors believes that individuals with this experience provide the Board of Directors and management with a diverse understanding of the international issues facing the Company and create value for stockholders by better serving our international customers and employees.

Accounting/Financial Expertise – The Board of Directors looks for individuals with extensive financial-reporting and internal-controls experience, including experience serving as the chief financial officer or chief accounting officer of a large corporation. The Board of Directors believes that the financial and accounting skills and experience these individuals bring, particularly with regard to Audit and Finance Committee functions and risk management and financial oversight responsibilities, are valuable resources to the Board of Directors.

Government/Department of Defense/Intelligence/Industry Experience – The Board of Directors looks for individuals with extensive knowledge of the defense and intelligence community, operations and systems integration as well as expertise in the geospatial intelligence and the satellite and space industry. The Board of Directors also seeks individuals with national security clearances necessary to allow briefing on the Company’s classified business. The Board of Directors believes that specialized experience with the U.S. government, and in particular the Department of Defense, Satellite

and Space industry and the Intelligence Community, are valuable to the Board of Directors and to the Company in serving our customers’ needs and helping them fulfill their mission requirements.

Corporate Strategy and Financial Markets Expertise – The Board of Directors seeks skilled individuals, notably from the investment banking and private equity world, with a deep understanding of capital markets and mergers and acquisitions (“M&A”). The Board of Directors believes that individuals with these backgrounds provide valuable perspectives for M&A initiatives, financing matters, and investor relations perspectives.

The nominees standing for election at the Annual Meeting demonstrate these attributes, key experiences, and qualifications which are valuable resources to the Board of Directors in carrying out our business strategy, the needs of the Company and our stockholders, and our Purpose, Vision, and Values. Below is a more detailed list of specific attributes the Board of Directors considers in assessing the qualifications and skills of our nominees.

Information Regarding Nominees Standing for Election to the Board of Directors at the Annual Meeting (as of March 19, 2020)

Approval of each of the director nominees named in this Proposal 1 requires the affirmative vote of a majority of the votes cast with respect to the nominee’s election at the 2020 Annual Meeting (i.e. the number of shares cast “FOR” a nominee’s election must exceed the number of votes cast “AGAINST” that nominee’s election). Abstentions and Broker Non-Votes will have no effect on the outcome of the vote on this proposal.

2019DIRECTOR COMPENSATION

Philosophy

The compensation program for the non‑employee members of our Board of Directors (“Non‑Employee Directors”) is reviewed annually by the Compensation Committee and any changes to the program are approved by the Board of Directors. The Compensation Committee retains an independent Compensation Committee advisors to provide guidance on executive and Board of Director compensation matters. The Compensation Committee used Meridian Compensation Partners (“Meridian”) as its independent advisor in 2019, Tax Benefit Preservationas further described on page 43. The Company seeks to provide market driven compensation to our Non‑Employee Directors with a focus on the following:

2019 Director Compensation Structure

The overall compensation program for our directors ranked below the 25th percentile versus Maxar’s peer group of companies used for benchmarking executive and director compensation. Because of the Company’s share price performance in 2018 and 2019, the Board of Directors, upon recommendation from the Compensation Committee, elected not to increase director compensation for 2019. In February 2020, the Board of Directors approved certain increases to director compensation, as recommended by the Compensation Committee. These increases were effective as of the date of approval and positioned overall director compensation closer to the 25th percentile and still below the median of Maxar’s peer group. 

Maxar’s program for Non-Employee Director compensation in 2019 and 2020 is summarized as follows:

In October 2019, we adopted the Maxar Technologies Inc. Director Deferred Compensation Plan (“Deferred Compensation Plan”).  Pursuant to the Deferred Compensation Plan, Non-Employee Directors may elect to defer up to 100% of their annual cash retainers and/or their equity awards and may elect payments to be made or commence on a separation from service or scheduled payment date in a lump sum or installments for up to ten years.  Participants may also elect to have deferred amounts payable on an earlier change in control, and amounts will be paid in a lump sum upon a participant’s death or disability that occurs prior to the elected payment event.  However, participants who are Canadian taxpayers may only defer equity awards, and such equity awards may only be settled following the participant’s death or termination.

We previously maintained the Maxar Technologies Ltd. Directors’ Deferred Share Unit Plan (the “DSU Plan”), pursuant to which our Non-Employee Directors received a portion of their annual compensation in the form of deferred share units (“DSUs”), granted quarterly.  DSUs were granted at a price equal to the closing price of our shares on the TSX on the day prior to the grant date and are paid out upon the Non-Employee Director’s retirement in cash based on the closing price of our shares on the TSX on the day prior to the retirement date.  The DSU Plan was frozen in January 2019 in connection with our domestication.

Director Compensation

The following table presents information regarding the compensation paid for fiscal year 2019 to each of our Non‑Employee Directors.

The following table shows the number of shares subject to outstanding RSUs and the number of shares subject to outstanding DSUs, pursuant to elections made under the DSU Plan, and held by each of the Non‑Employee Directors as of December 31, 2019.  None of our Non-Employee Directors held any outstanding options or Stock Appreciation Rights (“SARs”) as of December 31, 2019.

Other Director Compensation Considerations

Travel Expenses and Continuing Education

We reimburse our directors for their travel costs and expenses relating to attendance at Board of Directors and Committee meetings. In addition, in 2019 the Company adopted a Director Training and Education Policy in which the Company will reimburse certain expenses incurred by a director in connection with attendance at approved continuing education programs, up to $5,000 annually.

Non-Employee Director Stock Ownership Guidelines

We updated our Stock Ownership Guidelines for our Non‑Employee Directors effective November 1, 2018. Under the Stock Ownership Guidelines, each Non‑Employee Director must hold, for his or her tenure with the Company, shares of our common stock with a value equal to at least five times the director’s annual cash retainer. Shares include shares of common stock (i) held directly or indirectly (either individually or in a brokerage account) or by or for the benefit of immediate family members; (ii) by trusts for the benefit of such person or such person’s immediate family members; (iii) in a 401(k) plan, IRA, or employee equity purchase or deferred compensation plan; and (iv) shares underlying service-vesting restricted stock or restricted stock units awards that vest solely based on the passage of time. Directors have until the later of the fifth anniversary of: (i) the original effective date of the policy of November 1, 2018; or (ii) their date of appointment to the Board to come into compliance with the policy. 

Proposal 2 - Advisory Vote on Executive Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are providing our stockholders with the opportunity to approve, on a non-binding advisory basis, the Company’s executive compensation as disclosed in this Proxy Statement in accordance with rules promulgated by the U.S. Securities and Exchange Commission (“SEC”).

Compensation Philosophy and Objectives.

Our executive compensation philosophy is built on a commitment to link pay to performance and to enhance alignment with stockholder interests. We reward executives for pursuing and achieving our key strategic business goals, and likewise, we believe underachievement should be reflected in pay as well. Our executive compensation program is also designed to attract and retain executive talent in a competitive marketplace and to compensate executives at competitive but responsible levels.

The Compensation Committee has designed CEO and other Named Executive Officer (“NEO”) compensation programs to drive actions that align with both the short-term and long-term interests of our stockholders. We address these objectives by applying the following principles:

Compensation Governance Best Practices.

We do this by adopting the following measures, which we believe reflect governance best practices:

We encourage stockholders to review the Compensation Discussion & Analysis beginning on page 36 of this Proxy Statement, which describes our executive compensation philosophy and the design of our executive compensation program in greater detail. Our Board of Directors believes our executive compensation program aligns compensation for our executives with performance and long-term stockholder interests.

We request stockholder approval of the compensation paid to our NEOs as described in this Proxy Statement and we are asking stockholders to vote “FOR” the following resolution:

RESOLVED, that the compensation paid to Maxar’s NEOs, as disclosed in this Proxy Statement pursuant to the Securities and Exchange Commission’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion & Analysis, executive compensation tables and narrative discussion that accompanies the executive compensation tables), is hereby APPROVED.

The vote to approve the executive compensation of our NEOs is advisory and, accordingly, the results are not binding on Maxar, our Board of Directors or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for Maxar, our Board of Directors or the Compensation Committee. Our Compensation Committee, however, values the input of our stockholders and will consider the results of the vote when making future compensation decisions for our NEOs. At the 2019 Annual Meeting, our stockholders voted in favor of holding a Say-on-Pay vote every year. Accordingly, the Board of Directors has adopted a policy of holding a Say-on-Pay vote every year, and unless this policy changes, the next non-binding advisory vote on the executive compensation of our NEOs will be at the 2021 Annual Meeting of Stockholders.

Approval of this Proposal 2 requires the affirmative vote of stockholders holding a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “against” this proposal. Broker Non-Votes will have no effect on the outcome of this proposal.

Proposal 3 – Approval of Amendment to 2019 Incentive Award Plan

We are asking our stockholders to approve an amendment (“Plan Amendment”) to the NOLMaxar Technologies Inc. 2019 Incentive Award Plan (“2019 Plan”) to increase the number of shares of stock authorized for issuance under the 2019 Plan by 2,550,000 shares.  The Plan Amendment was approved by the Board on March 27, 2020 subject to stockholder approval at the 2020 Annual Meeting.  If our stockholders do not approve the Plan Amendment, the Plan Amendment will not become effective, and betweenthe 2019 Plan will remain in effect in accordance with its present terms and without an increase to the number of shares available for issuance.

Employees and consultants of the Company, its subsidiaries and Computershare Trust Company, N.A.,affiliates, as Rights Agent ("Rights Agent"well as members of our Board, are eligible to receive awards under the 2019 Plan.  The 2019 Plan provides for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NQSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock, deferred stock units (“DSUs”), cash-based awards and dividend equivalents to eligible individuals.

We believe increasing the number of shares reserved for issuance under the 2019 Plan is necessary to help ensure that the Company has a sufficient reserve available to attract and retain the services of key individuals essential to the Company’s long-term growth and success.

Purpose of Plan Amendment and Equity Metrics

The number of shares of our common stock currently authorized for issuance under the 2019 Plan equals the sum of (i) 2,525,000 shares plus (ii) any shares subject to issued and outstanding awards under the Maxar Technologies Ltd. Omnibus Equity Incentive Plan, the Maxar Technologies Ltd. Employee Stock Option Plan, or the MacDonald, Dettwiler and Associates Ltd. Long Term Incentive Plans for the years 2014, 2015, 2016, and 2017 (collectively, the “Prior Plans”) that expire, are cancelled or otherwise terminate; provided, that no more than 2,525,000 shares may be issued pursuant to the exercise of incentive stock options (“ISOs”).

As of March 19, 2020, equity awards representing 2,860,931 shares of common stock were outstanding under the 2019 Plan (which allows for re-absorption of equity-settled forfeitures from prior plans) and 37,818 shares of stock remained available for future awards under the 2019 Plan, representing 4.7% and 0.06%, respectively, of the issued and outstanding shares as disclosedat that date. The purpose of the Plan Amendment is to increase the maximum number of shares available for awards (including any ISO awards) under the 2019 Plan by 2,550,000 shares. We expect that the increase to the share reserve under the 2019 Plan would allow us to continue to grant equity-based compensation at levels we deem necessary and appropriate for approximately one year at the current stock price. We base this belief upon our historical annual equity award grant rate (otherwise known as burn rate), our historical forfeiture rate and our estimates of the number of shares that we estimate will be needed to attract new senior and executive hires and in thisconnection with potential merger and acquisition transactions. This belief may change, however, based upon a number of factors, including the need to increase our burn rate over historical averages in order to attract and retain key talent and the price of our common stock (because we determine the size of equity awards to be granted in part based on the price of our common stock at the time of grant. 

In its determination to approve the Plan Amendment and the increase in the share reserve, our Board reviewed an analysis prepared by Meridian Compensation Partners (“Meridian”), its compensation consultant, which included an analysis of certain burn rate, dilution and overhang metrics, and the costs of the 2019 Plan. Specifically, our Board considered that:

In 2019, 2018, and 2017, we granted equity awards representing a total of approximately 2,349,594, 171,932, and 1,108,079 shares respectively. This level of equity awards represents a three-year adjusted average burn rate of 2.3% of weighted average ordinary shares outstanding. Equity burn rate is calculated by dividing the number of shares subject to equity awards granted during the fiscal year (without adjusting for forfeitures) by the weighted average ordinary shares outstanding during the fiscal year.  As described in our 2019 Proxy Statement, Maxar paused on equity awards in 2018, except grants to critical new hires, in order to redesign the programs in anticipation of domesticating to a U.S. public company on January 1, 2019.

In 2019, 2018, and 2017, our end-of-year overhang rate, calculated by dividing (i) the number of shares subject to equity awards outstanding at the end of the fiscal year plus the number of shares remaining available for issuance under our Prior Plans by (ii) the number of our shares outstanding at the end of the fiscal year, was 9.70%, 0.58%, and 7.00%, respectively. If approved, the issuance of the additional shares to be reserved under the 2019 Plan would dilute the holdings of stockholders by an additional 4.2% on a fully diluted basis, based on the number of shares of our common stock outstanding as of December 31, 2019. Based on our three-year adjusted average burn rate, if the Plan Amendment is approved, we expect our overhang at the end of 2020 will be approximately 11.4% (including the shares that will be reserved for issuance under the 2019 Plan). The table below outlines the number of equity-settled grants issued in 2019, 2018, and 2017, along with the corresponding weighted average shares outstanding:

Meridian’s analysis, which is based on generally accepted evaluation methodologies, concluded that the number of shares under the 2019 Plan is within generally accepted standards.

During our stockholder outreach in 2019 we heard that stock ownership by executives and the board was an important component of stockholder alignment and the total compensation package.

In light of the factors described above, our Board believes the additional authorized shares being requested under the Plan Amendment represent reasonable potential equity dilution and provides a significant incentive for officers, employees, non-employee directors and consultants to increase the value of the Company for all stockholders.

Key Current Equity Metrics

The following summarizes key equity metrics under all of our equity compensation plans as of March 18, 2020:

1  Includes 2,606,859 shares subject to outstanding RSU awards and 1,404,391 shares subject to outstanding unvested PSU awards. The number of shares of outstanding PSU awards assumes performance at the target level.

2  Assumes outstanding PSU awards vest at the target level.

Key Features of the 2019 Plan

The 2019 Plan reflects a broad range of compensation and governance best practices, including the following:

A summary of the principal provisions of the 2019 Plan is set forth below. The summary is qualified by reference to the full text of the Plan Amendment, a copy of which is included as Appendix A to this Proxy Statement. Statement, as well as to the 2019 Plan, a copy of which was included as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2019.

Administration

The NOL2019 Plan is administered by the Compensation Committee or other committee designated by the Board (as applicable, “Committee”). To the extent required to comply with Rule 16b‑3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), it is intended that each member of the Committee will be a “non-employee director” within the meaning of Rule 16b‑3. Non-employee director awards are administered by the Board. The Committee or our Board may delegate its powers under the 2019 Plan to one or more members of the Board or one or more directors, officers or managers of the Company or any subsidiary, provided that no officer may be delegated the authority to grant awards to or amend awards held by executives of the Company who are subject to Section 16 of the Exchange Act or any officer or director to whom authority to grant or amend awards has been delegated. The Board, Committee or delegate thereof, as applicable, are referred to herein as the “plan administrator.” The Compensation Committee is currently in effect.the plan administrator.

The plan administrator has the authority to administer the 2019 Plan, including, notwithstanding any other provision of the 2019 Plan, the power to determine eligibility, the types and sizes of awards, the price and vesting schedule of awards, the methods for settling awards, the method of payment for any exercise or purchase price, any rules and regulations the plan administrator deems necessary to administer the 2019 Plan, and the acceleration or waiver of any vesting restriction.

Eligibility

Persons eligible to participate in the NOL2019 Plan include all employees (approximately 4,000, including 9 executive officers as of March 19, 2020), approximately 530 consultants of the Company and its subsidiaries as of March 19, 2020, and our 8 non-employee directors as of the conclusion of the Annual Meeting, in each case, as determined by the plan administrator. However, with respect to employees and consultants, under the Company’s current policies and practices, only employees at a Director-level and above (consisting of approximately 330 employees) are regularly eligible for equity grants, and no consultants are currently eligible for grants.

Limitation on Awards and Stock Available

If our stockholders approve the Plan Amendment, the number of shares of our common stock authorized for issuance under the 2019 Plan will equal the sum of (i) 5,075,000 shares, representing 8.4% of the issued and outstanding shares as at the date of this Proxy Statement, and (ii) any shares subject to issued and outstanding awards under the Prior Plans that expire, are cancelled or otherwise terminate following March 27, 2019, the effective date of the original 2019 Plan; provided, that no more than 5,075,000 shares may be issued pursuant to the exercise of ISOs. The shares distributed pursuant to an award under the 2019 Plan may be authorized but unissued shares, shares purchased by the Company on the open market or treasury shares.

If any shares of our common stock subject to an award under the 2019 Plan or any award under the Prior Plans are forfeited, expire, converted to shares of another entity in connection with a corporate transaction or are settled for cash, any shares deemed subject to such award may, to the extent of such forfeiture, expiration, conversion or cash settlement, be used again for new grants under the 2019 Plan. However, the following shares of our common stock may not be used again for grant under the 2019 Plan: (1) shares tendered or withheld to satisfy the exercise price of an option or a SAR; (2) shares tendered or withheld to satisfy the tax withholding obligations with respect to an award; (3) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on its exercise; and (4) shares purchased on the open market with the cash proceeds from the exercise of options. Awards granted under the 2019 Plan in connection with the assumption or substitution of outstanding equity awards previously granted by a company or other entity in the context of a corporate acquisition or merger will not reduce the shares of our common stock authorized for grant under the 2019 Plan, except as may be required by reason of Section 422 of the Code.

In addition, for so long as our common stock is listed and traded on the Toronto Stock Exchange, the number of shares of common stock issuable to “reporting insiders” of the Company (as defined in National Instrument 55‑104‑Insider Reporting Requirements and Exemptions) at any time, and issued in any one year, under the 2019 Plan, or when combined with all of the Company’s other equity‑based compensation plans, may not exceed 10% of the Company’s issued and outstanding shares of common stock as of any date of determination. Additionally, notwithstanding any provision to the contrary in the 2019 Plan, the sum of the grant date fair value of equity-based awards and the amount of any cash-based awards granted to a non-employee director in respect of such director’s service as a member of our Board or any Board committee during any calendar year shall not exceed $500,000 (the “Director Limit”).

The closing price of our common stock on March 19, 2020 was $8.39 per share.

The award agreement governing an award granted under the 2019 Plan will provide that such award (or any portion thereof) shall vest no earlier than one year measured from the date of grant. In addition, up to an aggregate of 5% of the number of shares of our common stock available for issuance under the 2019 Plan as of its entiretyeffective date may be granted without regard to the foregoing minimum vesting requirement. Awards to non-employee directors may vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of the Company’s stockholders, so long as the discussion belowperiod between such meetings is only a summary.not less than 50 weeks.

Awards

Background

On May 12,The 2019 our Board approved,Plan provides for the grant of ISOs, NQSOs, SARs, restricted stock, RSUs, deferred stock, DSUs, cash-based awards and on May 13,dividend equivalents. All awards under the 2019 we entered into, the NOL Plan will be set forth in order to help preserve the value of certain deferred tax benefits, including those generated by net operating lossesaward agreements, which will detail all terms and certain other tax attributes (collectively, “Tax Benefits”).  As of December 31, 2018, we had U.S. federal net operating loss carryforwards (NOLs) totaling approximately $890 million and federal R&D credits totaling approximately $77 million.  The Internal Revenue Code (“Code”) and U.S. Treasury Department regulations may permit the Company to “carry-forward” these Tax Benefits to offset potential future taxable income.  The Code also limits the ability of a company to use its NOLs if it experiences an “ownership change,” as defined in Section 382conditions of the Code.  A company generally experiences suchawards, including any applicable vesting and payment terms and post-termination exercise limitations. No fractional shares of our common stock shall be issued or delivered pursuant to the 2019 Plan or any award thereunder.

Options. Options provide for the purchase of shares of our common stock in the future at an ownership changeexercise price set on the grant date. ISOs, by contrast to NQSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if the percentage of its stock owned by its “5-percent stockholders,” as defined in Section 382certain holding period and other requirements of the Code changesare satisfied. The exercise price of an option may not be less than 100% of the fair market value (which for purposes of the 2019 Plan shall generally be the closing price on the NYSE as of such date) of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of an option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by morethe plan administrator may apply to options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 50 percentage points over100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a rolling three-year period.corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the 2019 Plan will be settled in cash or common stock, or in a combination of both, as determined by the plan administrator.

Restricted Stock. A restricted stock award is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified vesting conditions are met. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until

restrictions are removed or expire. Holders of restricted stock will have voting rights and will have the right to receive dividends; however, dividends may not be paid until the applicable restricted stock vests.

Restricted Stock Units. RSUs are contractual promises to deliver shares of our common stock (or the fair market value of such shares in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The NOLshares underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in shares, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances). Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. On the settlement date or dates, we will issue to the participant one unrestricted, fully transferable share of our common stock (or the fair market value of one such share of common stock in cash) for each vested and nonforfeited RSU.

Cash-Based Awards. Cash-based awards are cash payments, cash bonus awards, or performance awards or incentive awards that are paid in cash. Cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Deferred Stock. A deferred stock award is the right to receive shares of our common stock in the future that remains forfeitable unless and until specified vesting conditions and other specified criteria are met. Holders of deferred stock will have no rights as a company stockholder until the award vests and the shares are delivered.

Deferred Stock Units. DSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified vesting conditions and other specified criteria are met. Recipients of DSUs generally will have no voting or dividend rights prior to the time the DSUs vest and are settled in shares. On the settlement date or dates, we will issue to the participant one unrestricted, fully transferable share of our common stock (or the fair market value of one such share of common stock in cash) for each vested and nonforfeited DSU.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents may accrue on awards, but shall not be payable unless and until the applicable award vests.

Forfeiture of Unvested Awards and Claw-Back Provisions

Except as otherwise determined by the plan administrator and as otherwise described below under “Corporate Transactions,” if the employment or services of the holder of an award is terminated, the unvested portion of the award will generally be forfeited and will cease to vest or become exercisable after the termination. However, the plan administrator may provide that an award will vest in whole or in part in the event of certain terminations.

All awards will be subject to the provisions of any clawback policy implemented by the Company, including any clawback policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, to the extent set forth in such policy and/or in an applicable award agreement.

Transferability

Generally, awards under the 2019 Plan may only be transferred, sold, pledged or assigned by will or the laws of descent and distribution or, subject to the consent of the plan administrator, pursuant to a domestic relations order, unless and until such award has been exercised or the shares of common stock underlying such award have been issued and all restrictions applicable to such shares have lapsed. However, subject to certain terms and conditions, the plan administrator may permit an award holder to transfer an award, other than an ISO (unless it is intended to become a NQSO), to any “permitted transferee” under applicable securities laws or any other transferee specifically approved by the plan administrator.

Amendment and Termination

Our Board may wholly or partially amend or otherwise modify, suspend or terminate the 2019 Plan or any award at any time or from time to time without stockholder approval; however, stockholder approval given within twelve months before or after such action will be required for any amendment that increases the aggregate number of shares available under the 2019 Plan or the Director Limit, reduces the likelihoodprice per share of any stock option or SAR, cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares, or amends the provisions of the 2019 Plan that provide for when the 2019 Plan may be amended, modified, suspended or terminated. In addition, no amendment, suspension or termination of the 2019 Plan may, without the consent of the affected participant, materially and adversely affect the participant’s rights. No Awards may be granted or awarded during any period of suspension or after termination of the 2019 Plan. In addition, no ISOs may be granted pursuant to the 2019 Plan after the tenth anniversary of the date the 2019 Plan was adopted by our Board, and no additional shares may be added to the 2019 Plan reserve due to award forfeitures or expirations from and after such tenth anniversary.

Corporate Transactions

The plan administrator has broad discretion to take action under the 2019 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the Company’s investor baseevent of certain transactions and events affecting our stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2019 Plan and outstanding awards.

If a Change in Control of the Company occurs (as defined in the 2019 Plan), all outstanding options and SARs that are not exercised shall be assumed or substituted by the surviving corporation and other outstanding awards shall be converted into similar awards of the surviving corporation. If the surviving corporation refuses to assume or substitute for an award, the award shall accelerate and become fully vested and exercisable upon the Change in Control and all restrictions on the award shall lapse, provided that any awards subject to performance-based vesting will vest based on the greater of (a) actual performance as of the Change in Control or (b) target performance, prorated based on a shortened performance period ending as of the Change in Control. Additionally, if a participant’s service to the Company terminates without “cause” or for “good reason” within the one-year period following a Change in Control of the Company, then the foregoing equity award acceleration will apply effective as of the participant’s termination date, and any options or SARs held by the participant may be exercised until the earlier of their expiration date and the first anniversary of the participant’s termination date.

U.S. Federal Income Tax Consequences

With respect to NQSOs, the Company is generally entitled to deduct and the optionee recognizes ordinary income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. The gain or loss (generally in an amount equal to the difference between the fair market value on the date of sale and the fair market value on the date of exercise) upon disposition of such stock will be treated as a capital gain or loss (long-term or short-term, depending on whether the shares were held for more than one year), and the Company will not be entitled to any corresponding deduction.

With respect to ISOs, if applicable holding period requirements are met (i.e., the stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise), the participant will not recognize taxable income at the time of exercise of the ISO. However, the excess of the fair market value of the shares of our common stock received over the exercise price is an item of tax preference income potentially subject to the alternative minimum tax. The gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of such stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any corresponding deduction. If the holding period requirements described above are not met, the ISO will fail to meet the requirements for beneficial tax treatment of ISOs under the Code, and the tax consequences described for NQSOs will apply, although the amount of income recognized by the participant will be the lesser of (a) the excess of the fair market value of the stock at the time of exercise over the exercise price, or (b) the excess of the amount realized on the disposition over the exercise price.

The current federal income tax consequences of other awards authorized under the 2019 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NQSOs; nontransferable restricted stock subject to a substantial risk of forfeiture and RSUs will result in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions applicable to such awards lapse (unless, with respect to an award of restricted stock, the recipient elects to accelerate recognition as of the date of grant); stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at ordinary income rates at the time of payment.

New Plan Benefits

While all future awards under the 2019 Plan are subject to the discretion of the plan administrator, the grants reflected below are proposed to supplement the partial grants that were issued in February 2020.  At that time executive officers and executive team members eligible for performance-based equity awards received a full tranche of Performance Share Units, and 75% of their tranche of Restricted Stock Units.  All other eligible employees received 75% of their annual grant target.

Equity Award Grants Under the Prior Plan Since Inception

The following table sets forth summary information concerning the number of shares of our common stock subject to awards granted under the 2019 Plan to our named executive officers, directors and employees since the 2019 Plan’s inception through March 19, 2020.

Approval of this Proposal 3 requires the affirmative vote of stockholders holding a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the unintendedsame effect as a vote “against” this proposal. Broker Non-Votes will have no effect on the outcome of limiting the usethis proposal.

Proposal 4 - Ratification of the Tax BenefitsAppointment of the Company’s Independent Auditors

The Audit and Finance Committee of the Board of Directors has appointed the accounting firm of KPMG LLP, Certified Public Accountants (“KPMG U.S.”) as the independent registered public accounting firm to conduct the audit of our consolidated financial statements for the year ending December 31, 2020. This matter is nevertheless being submitted to the stockholders to afford them the opportunity to express their views. If this proposal is not approved by adoptingstockholders at the NOL Plan.  The BoardAnnual Meeting, the Audit and Finance Committee intends to reconsider its appointment of KPMG U.S. as our independent registered public accounting firm. KPMG U.S. has served as the Company’s independent registered public accounting firm since 2018.

We expect that a representative of KPMG U.S. will be present at the Annual Meeting to answer any questions concerning the independent registered public accounting firm’s areas of responsibility, and will have an opportunity to make a statement if he or she desires to do so.

Rationale for Selection of Independent Registered Public Accounting Firm

In making the decision to reappoint KPMG U.S. as the Company’s independent auditor for 2020, the Audit and Finance Committee took into consideration a number of factors, including:

KPMG U.S.’s historical and recent performance on the Company’s audit and its interim reviews;

the quality and candor of KPMG U.S.’s communications with the Audit and Finance Committee and management;

the appropriateness of KPMG U.S.’s fees;

KPMG U.S.’s history as our independent auditor, its familiarity with our industry and the complexities of global operations, and its expertise in accounting policies and practices, and internal control over financial reporting; and

KPMG U.S.’s continued independence.

Based on this evaluation, the Audit and Finance Committee believes itthat the selection of KPMG U.S. as our independent registered public accounting firm for fiscal year 2020 is in the best interestinterests of the Company and its stockholders, thatand should be ratified.

Approval of this Proposal 4 requires the Company provide for the protection of the Tax Benefits by adopting the NOL Plan.

The NOL Plan is intended to act as a deterrent to any person acquiring shares of the Company’s stock exceeding 4.9% without the approval of our Board.  The NOL Plan would protect the Tax Benefits because changes in ownership by a person owning less than 4.9% of the Company’s common stock are not included in the calculation of “ownership change” for purposes of Section 382 of the Code.  There is no guarantee, however, that the NOL Plan will prevent us from experiencing an ownership change.  The Board has established procedures to consider requests to exempt certain acquisitions of the Company’s stock from the NOL Plan if the Board determines that doing so would not limit or impair the availability of the Tax Benefits or is otherwise in the best interests of the Company. To date, the Board has approved two exemption requests.

Pursuant to the NOL Plan, the rights will expire, unless redeemed or exchanged earlier by the Company or terminated, upon the earliest to occur of (i) the close of business on October 5, 2020, (ii) the close of business on November 13, 2019, if stockholder approval of the NOL Plan has not been obtained by that date, (iii) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the NOL Plan is no longer necessary or desirable for the preservation of the Tax Benefits or (iv) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes.

Description of the NOL Plan

The following summary of the NOL Plan does not purport to be complete and is qualified in its entirety by the full text of the NOL Plan, a copy of which is attached as an appendix to this Proxy Statement and is incorporated herein by reference.

Dividend of Preferred Stock Purchase Rights. In connection with its adoption of the NOL Plan, the Board declared a dividend of one preferred stock purchase right (individually, a “Right” and collectively, the “Rights”) for each share of Common Stock, par value $0.0001 (the “Common Stock”) of the Company outstanding at the close of business on May 28, 2019 (the “Record Date”).  As long as the Rights are attached to the Common Stock, the Company will issue one Right (subject to adjustment) with each new share of the Common Stock so that all such shares will have attached Rights.  When exercisable, each Right will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred”), of the Company at a price of $30.92 per one one-hundredth of a share of Series A Preferred, subject to adjustment (the “Purchase Price”).

Transfer, “Flip In” and Exercise of the Rights. The Rights detach from the Common Stock and become exercisable if: (i) at the close of business on the tenth business day following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 4.9% or more of the Common Stock (each such person, an “Acquiring Person”) or (ii) at the close of business on the tenth business day (or such later date as may be determined by action of the Board prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of shares of Common Stock equal to or exceeding 4.9% of the outstanding Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”).  The Board may postpone the Distribution Date of the rights under certain circumstances.

CORPORATE GOVERNANCE

Maxar is committed to maintaining a program of corporate governance that promotes responsible corporate activity, the long‑term interests of stockholders, and accountability of our Board of Directors and management.

Board Committees

The Board of Directors has four standing committees. The following table lists the current committee membership of each of the independent director nominees to the Company’s Board of Directors. While Mr. Phillips is not standing for re-election, he will continue to serve as member of his respective committees until the conclusion of the Annual Meeting. Mr. Phillips is a member of the Audit and Finance and Nominating and Corporate Governance Committees.

For the fiscal year ended December 31, 2019, the four standing committees of Maxar held the following number of meetings: Audit and Finance (7); Compensation (7); Nominating and Corporate Governance (6); and Risk (4).

The Board of Directors annually reviews and approves the charter of each of its committees. All committee charters are available on the Company Information page of our website under Investors, Corporate Governance, Governance Documents at http://investor.maxar.com.

Role of the Board of Directors

The Board of Directors plays an active role in overseeing management and representing the interests of stockholders. The Board of Directors regularly interacts with management and is available to provide advice and counsel. The Board of Directors and its committees regularly schedule and hold executive sessions without any members of management present. General Estes, our independent Chair of the Board of Directors, presides at all executive sessions of the non‑management directors. The Board of Directors also carefully considers feedback received from stockholders.

Directors are expected to attend Board of Directors meetings and the meetings of the committees on which they serve. In 2019, the Board of Directors met a total of 15 times. All directors attended at least 75 percent of the total meetings of the Board of Directors and the committees on which he or she served during his or her tenure during 2019. Directors are encouraged to attend the Company’s Annual Meeting of Stockholders, although such attendance is not mandatory. General Estes and Mr. Jablonsky attended the Company’s 2019 Annual Meeting of Stockholders.

Director Independence

As required by our Corporate Governance Guidelines and Nominating and Corporate Governance Committee charter, the Board of Directors has determined that each of Howell M. Estes III, Nick S. Cyprus, Roxanne J. Decyk, Joanne O. Isham, C. Robert Kehler, L. Roger Mason, Jr., Eric J. Zahler, and Eddy Zervigon is an “independent director” as defined under the applicable rules and regulations of the SEC, the NYSE and the TSX. This represents 89% of the nominees to our Board of Directors. In determining the independence of our directors, the Board of Directors considered all transactions in which we and any director had any interest. In making these determinations, the Board of Directors considered the relationships and transactions described under the caption “Certain Relationships and Related-Party Transactions” beginning on page 31. Mr. Phillips is not standing for re-election but was determined to be independent during his tenure with the Company.

Board of Directors Leadership Structure

Our Corporate Governance Guidelines do not require the separation of the offices of the Chair of the Board of Directors and the Chief Executive Officer. Instead, the Board of Directors has the latitude to choose its Chair in any way that it deems best for the Company at any given point in time. After careful consideration, the Board of Directors determined that it is in the best interest of the Company and its stockholders to separate the positions of Chair and Chief Executive Officer. General Estes, one of our independent directors, was duly elected to serve as our Chair effective January 1, 2019.

The Board of Directors believes that having an independent director serve as our Chair is best for the Company at this time. Our independent Chair is responsible for overall board effectiveness and operation, as well as individual director effectiveness by ensuring that the Board of Directors and its committees are operated pursuant to the Company’s Bylaws, Corporate Governance Guidelines and the committee’s respective charters, as well as to preside over meetings of the Board of Directors, foster the understanding of the Board of Directors of their roles and responsibilities and communicate regularly with the Company’s Chief Executive Officer. Our independent Chair is also responsible for presiding over our stockholder meetings and maintaining relationships with key stockholders as appropriate and in coordination with our Chief Executive Officer. Our Chief Executive Officer has primary responsibility for the operational leadership and strategic direction of the Company.

Board of Directors Oversight of Risk

The Board of Directors actively monitors the Company’s risk profile, including through review of quarterly reports by its Risk Committee and, at least annually, review of the Company’s overall enterprise risk management program and mitigation strategies. The Company has established a standing Risk Committee of the Board of Directors. The Risk Committee is charged with oversight of enterprise risks, information technology and security risks, regulatory compliance risks, and oversight of the Company’s development and execution of its Enterprise Risk Management Program. The Audit and Finance Committee has shared responsibility for risk with specific responsibility for overseeing financial risk, including risks associated with preparation of financial statements. Members of management report to the Audit and Finance Committee and the Risk Committee on a quarterly basis concerning management of specific risks that may impact the Company. Both committees report to the full Board of Directors on all material risk considerations affecting the Company. It is a requirement that at least one member of the Risk Committee also serve on the Company’s Audit and Finance Committee.

The day‑to‑day enterprise risk management responsibilities for the Company are overseen by a management risk committee of the Company comprised of the Chief Risk Officer, the Chief Financial Officer, the General Counsel, the Chief Accounting Officer, the Chief Human Resources Officer, and other key executives and management of the Company, in accordance with the Company’s Enterprise Risk Management Policy. The Chief Risk Officer has primary responsibility for reporting to the Risk Committee and the Audit and Finance Committee on enterprise risk matters, though other members of management may participate, as warranted by the matters to be discussed.

Our Board of Directors believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not require the separation of the offices of the Chair of the Board of Directors and the Chief Executive Officer, as described under “Board of Directors Leadership Structure” above.

Anti-Hedging Policy

Our insider trading compliance policy prohibits our officers, directors, employees, contractors, consultants or agents from engaging in any transaction designed to hedge or offset the economic risk of owning shares of our common stock. Accordingly, any hedging or monetization transactions, such as zero-cost collars and forward sale contracts, derivative or other similar transaction that is designed to reduce or limit the extent to which declines in the trading price of our common stock would affect the value of the shares of common stock, often in exchange for all or part of the potential for upside appreciation in the stock, owned by any officer, director, employee, contractor, consultant or agent is prohibited. In addition, our insider trading compliance policy provides that our directors, officers, employees, contractors, consultants and agents are prohibited in pledging their shares of our common stock as collateral for a margin account or loan.

Code of Ethics and Business Conduct

Our Board of Directors has adopted a Code of Ethics and Business Conduct that governs our Board of Directors, senior officers (including our Chief Executive Officer and Chief Financial Officer), and employees. Copies of our Code of Ethics and Business Conduct can be found on the Company Information page of our website under Investors, Corporate Governance, Governance Documents at http://investor.maxar.com and may also be obtained upon request without charge by writing to the Corporate Secretary of the Company, Maxar Technologies Inc., 1300 120th Avenue, Westminster, Colorado 80234. We will post to our website any amendments to the Code of Ethics and Business Conduct, and any waivers that are required to be disclosed by the rules of either the SEC, the NYSE, or the TSX. For the year ended December 31, 2019, there were no waivers of any provisions of our Code of Ethic and Business Conduct.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that provide for responsible oversight and governance of the Company and management, and which are reviewed at least annually. Our Corporate Governance Guidelines cover a wide range of subjects, including: the role of the Board of Directors; composition of the Board of Directors, director responsibilities, director nomination procedures and qualification standards; director independence standards; director orientation and continuing education; procedures for annual performance evaluations of the Board of Directors and the committees; formal evaluation of our Chief Executive Officer; and succession planning and management development. The Nominating and Corporate Governance Committee regularly assesses our governance practices in light of market benchmarks and best practices. The Corporate Governance Guidelines are reviewed annually by the Board of Directors.  A copy of our Corporate Governance Guidelines can be found on the Governance Documents page of our website under Investors, Corporate Governance, Governance Documents at http://investor.maxar.com.

Succession Planning

The Board of Directors is responsible for the development, implementation and regular review of a succession plan for the Chief Executive Officer, and oversees and provides input to the Chief Executive Officer on succession planning for our other executive officers. Board members are expected to have a thorough understanding of the characteristics necessary for a Chief Executive Officer to execute on a long-term strategy that optimizes operating performance, profitability, and stockholder value creation. The ongoing succession process is designed to reduce vacancy, readiness and transition risks and develop strong leadership quality and executive bench strength. The succession plan for the Chief Executive Officer and other key employees is reviewed not less than annually with the Board of Directors in executive session.

Director Evaluation Process

The Board of Directors, through the Nominating and Corporate Governance Committee, establishes criteria and processes for the annual self‑evaluation of the Board of Directors and each committee. The self‑evaluations focus on the contribution to the Company by the Board of Directors and each committee, and specifically focus on areas in which a better contribution could be made. The Board of Directors has determined that every three years, it will engage an independent consultant to assist with its self‑evaluations. The Board of Directors believes that through its annual self‑evaluation and triennial third-party evaluation, the Board of Directors will continue to evolve to meet the Company’s long-term strategic needs and the interests of our stockholders.

Communication with the Board of Directors

The Board of Directors encourages our stockholders and other interested parties who are interested in communicating with our Board of Directors, the Chair of the Board of Directors, or the independent directors as a group to communicate by mail as follows:

Board of Directors of Maxar Technologies Inc.

c/o Corporate Secretary

Maxar Technologies Inc.

1300 West 120th Avenue

Westminster, Colorado 80234

Additionally, stockholders and other interested parties who are interested in communicating with the Chair of the Board of Directors or the independent directors as a group may do so electronically by emailing to independentdirector@maxar.com.

Correspondence received will be reviewed by our General Counsel or another designee, who will regularly forward to the appropriate directors all correspondence that, in the opinion of such person, deals with the functions of the Board of Directors or committees thereof or that the General Counsel otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to any director and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Audit and Finance Committee and handled in accordance with procedures established by the Audit and Finance Committee with respect to such matters.

Environmental, Social and Governance Matters

Our Board of Directors believes that sound corporate citizenship requires us to be responsive to Environmental, Social and Governance Matters that impact how the Company applies its capabilities to improve life on Earth from space.  In 2019, we amended the charter of the Nominating and Corporate Governance Committee to annually review the Company’s policies and programs related to corporate, environmental and social responsibilities.  Additionally, we outlined our view of corporate social responsibility in our first Impact Report which highlights the positive impact we have across the world through our work. A copy of our 2019 Impact Report is available at: https://explore.maxar.com/Impact-Report.

Related-Person Transactions Policies and Procedures

Our Board of Directors adopted a formal Related-Person Transaction Policy, which sets out our policies and procedures for the review, approval, or ratification of any Related-Person Transaction. Under the Related-Person Transaction Policy, the Audit and Finance Committee will review the relevant facts and circumstances of each Related-Person Transaction and either approve or disapprove the Related-Person Transaction. Such review shall include, but not be limited to:

Management presents to the Audit and Finance Committee each proposed Related Person Transaction, including all relevant facts and circumstances and updates the Audit and Finance Committee as to any material changes to any approved or ratified Related-Person Transaction. No member of the Board of Directors may participate in approval of a Related Person transaction for which he or she is a Related Person.

For the purposes of Maxar’s Related-Person Transaction policy, a “Related-Person Transaction” is a material transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest. A transaction involving an amount exceeding $120,000 is presumed to be a “material transaction,” though transactions involving lower amounts may be material based on the facts and circumstances. A “direct or indirect material interest” of a Related Person may arise by virtue of Control (as defined in the policy) or significant influence of the Related Person to the transaction or by direct or indirect pecuniary interest of the Related Person in the transaction. A “Related Person” is defined as:

The Company’s Related-Person Transaction Policy was adopted effective January 1, 2019.

Certain Relationships and Related-Party Transactions

Since the beginning of our last fiscal year, there were no transactions, and there are currently no proposed transactions, in which: (i) the amounts involved exceeded or will exceed $120,000, and (ii) a director, executive officer, holder of more than 5% of our voting securities or any member of their immediate family had or will have a direct or indirect material interest, other than as discussed below.

Effective August 7, 2019, Carolyn Pittman was appointed as our Senior Vice President and Chief Accounting Officer.  Prior to her appointment, Ms. Pittman provided consulting services to the Company via her limited liability company, Purple Vector, LLC.  Amounts paid to Purple Vector, LLC, including consulting fees and reimbursements for reasonable expenses, were approximately $136,000.

Executive Leadership Team

The role of our executive leadership team is to define our strategy and formalize clear objectives, including businesses and market segments. Our Company’s success is dependent upon the right people, culture and organizational structure. The Board of Directors also recognizes the importance of effective executive leadership to our success. Each member of our executive leadership team serves at the pleasure of the Board of Directors.  Please see Proposal 1 – Election of Directors - Our Board Members, for Mr. Jablonsky’s biography. 

The following are the members of our executive leadership team as of March 19, 2020:

AUDIT RELATED MATTERS

Audit and Finance Committee Report

Audit and Non‑Audit Fees

The following table summarizes the aggregate fees billed to either the Company or Maxar Canada, our predecessor, by KPMG LLP and its affiliated member firms for fiscal years 2019 and 2018:

Pre‑Approval of Independent Auditor Services

All services, audit and non-audit, provided by the independent auditor must be pre-approved by the Audit and Finance Committee or its delegate. As set forth in its charter, the Audit and Finance Committee has the sole authority to review in advance, and grant any appropriate pre-approval of: (i) all auditing services to be provided by the independent registered public accounting firm and (ii) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act, and in connection therewith to approve all fees and other terms of engagement. Such pre-approval can be given as part of the Audit and Finance Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual basis. The Audit and Finance Committee may delegate responsibility for pre-approval of non-auditing services to one or more of its members, but the decision must be presented to the full Audit and Finance Committee. In 2019 and 2018, all services of KPMG U.S. were pre-approved by the Audit and Finance Committee. The Audit and Finance Committee concluded that the provision of non-audit services was compatible with maintaining the independence of KPMG U.S. Effective July 29, 2018, KPMG Canada resigned as auditor for our predecessor issuer Maxar Technologies Ltd., and KPMG U.S. was appointed to fill the vacancy effective that same date.

The Report of Independent Registered Public Accounting Firm issued by KPMG U.S. on the Company’s consolidated financial statements and the Company’s internal control over financial reporting as of and for the fiscal year ended December 31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, or audit scope. The 2019 financial statement opinion was modified to include emphasis of a matter related to the Company’s change in accounting for Leases due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842). As of the year ended December 31, 2019, the Company had remediated the material weaknesses in the Company’s internal control over financial reporting that were identified during the Company’s evaluation over reporting as of and for the year ended December 31, 2018. The Report of Independent Registered Public Accounting Firm issued by KPMG U.S. on the Company’s consolidated financial statements and the Company’s internal control over financial reporting as of and for the fiscal year ended December 31, 2018, contained an unqualified opinion on the consolidated financial statements and an adverse opinion on the Company’s internal control over financial reporting. The 2018 financial statement opinion was modified to include emphasis of a matter related to the change in the Company’s comprehensive basis of accounting from International Financial Reporting Standards to U.S. generally accepted accounting principles.

In connection with its audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and December 31, 2019, there were no disagreements with KPMG U.S. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG U.S., would have caused it to make reference thereto in its report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2018 and December 31, 2019.

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

The Compensation Discussion & Analysis (“CD&A") describes the Company’s compensation philosophy and program for the Named Executive Officers listed below during 2019. It also describes our journey over the past few years and the 2019 performance and the compensation decisions made by the Compensation Committee (or the “Committee” within this CD&A).

Our compensation philosophy and governance guidelines are the foundation for our program design and decision-making. The approach to compensation is informed by the business strategy and the evolving landscape, shareholder feedback and the balance of attracting and retaining key talent.  The key components are listed beginning on page 39 of this document, and our actions are highlighted throughout the document with a corresponding green check mark. √

2019 Named Executive Officers (NEOs)

Our 2019 NEOs and their titles are as follows:

Business Journey

Maxar was created through the transformative merger of MDA with DigitalGlobe, Inc. (“DigitalGlobe”) in October 2017 (“Merger”). Through this combination, the Company’s portfolio of operating companies came to include MDA, SSL, DigitalGlobe and Radiant Solutions. Following the merger, the Company moved its U.S. headquarters from San Francisco, California to Westminster, Colorado. On January 1, 2019, Maxar successfully changed its jurisdiction of organization from the Province of British Columbia in Canada to the State of Delaware in the United States (“U.S. Domestication”).

The Company’s decision to undertake the merger with DigitalGlobe and effect the U.S. Domestication took into account a number of strategic considerations, including, but not limited to, the expectation that:

We believe that the successful completion of the business combination and the U.S. Domestication has enabled Maxar to become a global leader of advanced space technology solutions. In 2019, Maxar led the way in Earth Intelligence - providing valuable data and insights that allowed government and commercial customers around the globe to make more informed decisions in an increasingly complex geopolitical environment. In Space Infrastructure, we continued to support our customers as they look for the most efficient and innovative ways to address myriad opportunities, including in telecommunications, earth observation, and deep space exploration.  Our commitment to customers and their missions remained unwavering throughout the year, and we look forward to both serving and growing with them in the years to come.

As Maxar continues the journey as a trusted partner and innovator in Earth Intelligence and Space Infrastructure, in late 2019 the decision was made to sell the Canada-based segment, MDA, to Northern Private Capital, re-domesticating those capabilities that are viewed as critical to Canada’s space programs.  After the transaction is complete, Maxar will retain leading capabilities in geospatial data and analytics, satellites, space robotics, and space infrastructure, and we will continue to have strong alignment with our defense and intelligence customers, the evolving requirements of civil governments, and the pursuit of innovation in the commercial marketplace.

The sale of MDA, along with a real estate sale in Palo Alto and a bond offering, combine to reduce Maxar’s overall debt and leverage ratio and improve the Company’s financial position going forward.

Key Business, Leadership and Executive Compensation Milestones

Summary of 2019 Performance and Strategic Initiatives

The Company generated $1.7B in revenue and $416 million in Adjusted EBITDA from continuing operations in 2019 and management focused on the following five key priorities to stabilize the Company and drive improved performance given the lingering effects of a decline in commercial satellite orders in 2017 and 2018 and the loss of the Company’s WorldView-4 satellite in early January 2019.

Reducing debt and leverage: We announced actions during 2019 to reduce debt by roughly $1 billion, including the sale / leaseback of facilities in Palo Alto and the divestiture of the MDA business.  We also re-financed nearer-term maturities through a $1 billion bond offering.  Combined, these moves better align future debt maturities with the positive cash flow streams we expect after the launch of our WorldView Legion constellation.

Re-engineering Space Infrastructure business: In addition to reducing the cost structure of the business, re-engineering it for increased flexibility going forward, and winning two geosynchronous communications satellite (GEO Comsat) awards, we deployed a growth strategy to reduce our historic dependence on the commercial market.  We are now keenly focused on diversifying into the civil government and military / classified markets, particularly here in the United States. As a positive proof point, we garnered key new wins with NASA in support of the agency’s missions to return to the moon and to monitor the environment here on Earth.  We expect this initiative to result in less cyclicality and improved financial performance in the future. 

Positioning MDA for long-term growth: We won several awardsduring 2019 that better position this business for growth over the next several years, including the initial design phase work on both the Canadian Surface Combatant and Canadarm-3, manufacturing work to provide flight ready repeaters to be launched on the US Air Force’s GPS 3 satellites, design work with the Canadian Space Agency for a wildfire monitoring satellite, and manufacturing work with Airbus for advanced navigation antennas.  Please note that the MDA is now a part of discontinued operations in our financial statements given the announcement to divest the business.

Positioning Imagery and Services for long-term growth:  Despite the loss of WorldView-4, our Imagery and Services businesses, which we have now designated as a reporting segment called Earth Intelligence (EI), performed well during the year as we booked several notable awards including new contracts with several sovereign countries for our data and platform offerings, a four-year contract with the US government for access to our Global – Enhanced Geospatial Delivery (Global-EGD) platform, a GEOINT cloud architecture contract with the US Air Force, a study contract with the National Reconnaissance Office that will enable the US government to gain a greater understanding of Maxar’s current and future commercial imagery capabilities, and a contract with the US Army, through a joint venture company called Vricon, to support the branch’s One World Terrain capability.  We also continued to expand our installed base of customers using our SecureWatch data access platform and signed contracts with NGOs such as Vulcan, who will use our imagery in part to help reduce illegal fishing. Finally, we signed renewal contracts with commercial customers such as HERE and ESRI, and a contract with Toyota Research Institute Advanced Development Inc. and NTT Data Corporation to develop a proof of concept to build automated high-definition (HD) maps for autonomous vehicles using high-resolution satellite imagery.  These business development successes better position Earth Intelligence for the future and they will be enhanced in the years to come by additional imagery capacity from the WorldView Legion constellation, which is due to be launched in 2021.

Reducing cost structure and deploying a  new operating model:  We made progress in our efforts to reshape and restructure the business and saw good traction with the deployment of a new operating model.  Our product teams worked across the Company, and our global field operations team began building and executing on a robust pipeline.  We also saw good market reaction as we rolled out our positioning of the one Maxar brand, and our finance and operations staffs worked on consolidation and streamlining efforts. We expect these initiatives to save money, improve our time to market with new products and services, and improve collaboration across the organization – all of which are beginning to unlock growth and improve team member engagement.

2019 Say on Pay Vote Results, Stockholder Outreach and What We Heard √

In 2019, we held a non-binding advisory vote of our stockholders on executive compensation (“Say on Pay”).  Stockholders representing approximately 75% of our common stock in person or by proxy and entitled to vote on the proposal voted in favor of the Say on Pay proposal, an increase of 28% over 2018. We continue to drive alignment of our executive compensation with stockholder interests and with this result, we continued our outreach efforts to: (1) listen to any stockholder concerns; (2) solicit feedback on our executive pay programs and potential changes; (3) answer any questions about Maxar’s executive pay strategy, or other governance related questions, and (4) reinforce that Maxar’s business and compensation programs will continue to evolve in 2020 and future years.

This effort included highlighting Company actions and decisions through individual investor calls with management in April and November 2019, at analyst conferences, and Investor conferences. More specifically, a concerted outreach effort involved contacting Maxar’s largest thirty investors, who collectively represented approximately 60% of the Company’s voting stock, as our stockholder base evolved over 2019 due to our domestication as a U.S. public company. 

The outreach efforts were led by the Chair of the Compensation Committee, with support from Maxar’s Chief Human Resources Officer and others. The focus of these conversations were to:

An outline of our outreach efforts: