Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2023

____________________________

Virgin Galactic Holdings, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-38202

85-3608069

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 Flight Way

Tustin, California

92782

(Address of principal executive offices)

(Zip Code)

(949) 774-7640

(Registrant’s telephone number, including area code)

Not Applicable

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

____________________________

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


☐			Written communications pursuant to Rule 425 under the Securities Act
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

SPCE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On November 9, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the By-Laws, as amended, of Virgin Galactic Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) elected Luigi Brambilla as a director, with an initial term expiring at the 2024 annual meeting of the Company’s stockholders.

Mr. Brambilla, 40, joined Virgin Group Limited (the “Virgin Group”) in 2013 and has most recently served as the Managing Director, Investments and Capital Markets since September 2023, where he has led a number of M&A and capital markets transactions across Virgin Group’s aviation, holidays, cruises, loyalty, wellness and entertainment sectors. He also serves as a member of the Investment Committee of the Branson Family Office. Prior to his current role at the Virgin Group, Mr. Brambilla held a number of roles of increasing responsibility, most recently as the Managing Director, Investments from March 2018 to September 2023. He is a member of the Board of Directors of Virgin Atlantic and Virgin Voyages and is a Board Observer for Virgin Red. Prior to joining the Virgin Group, Mr. Brambilla worked at Clayton Dubilier & Rice, a private equity firm, from 2010 to 2013. Prior to that, Mr. Brambilla worked at Citigroup in the Investment Banking division from 2006 to 2010. He holds a Bachelor’s degree in International Economics and a Master’s degree in International Management from Bocconi University in Milan, Italy.

Pursuant to that certain Stockholders’ Agreement by and among the Company, the VG Holder, the SCH Holder and the CP Holder (each as defined in such Stockholders’ Agreement), dated as of October 25, 2019 (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Stockholders’ Agreement”), Virgin Investments Limited (“VIL”) has the right to designate two directors for election to the Board (the “VG Designees”). VIL designated Mr. Brambilla as a VG Designee to fill the seat previously held by Evan Lovell from 2019 until his passing in June 2023.

In connection with his appointment to the Board, Mr. Brambilla is eligible to receive compensation in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Program, as such program may be amended from time to time.

Mr. Brambilla has entered into the Company’s standard form of indemnification agreement for its directors and officers.

Item 8.01. Other Events.

On November 13, 2023 the Company issued a press release announcing the election of Mr. Brambilla to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press Release, dated November 13, 2023

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Virgin Galactic Holdings, Inc.

Date: November 13, 2023

By:

/s/ Sarah Kim

Name:

Sarah Kim

Title:

Executive Vice President, Chief Legal Officer and Secretary

Exhibit 99.1

Virgin Galactic Appoints Luigi Brambilla to Board of Directors

ORANGE COUNTY, Calif. – November 13, 2023 – Virgin Galactic Holdings, Inc. (NYSE: SPCE) (the “Company” or “Virgin Galactic”) today announced the appointment of Luigi Brambilla to Virgin Galactic’s Board of Directors. Brambilla is an experienced investment and capital markets executive with an 18-year track record of experience across the Travel & Leisure, Wellness, Entertainment and Financial sectors—including 10 years at the Virgin Group.

Michael Colglazier, Chief Executive Officer of Virgin Galactic, said: “We are very pleased to announce Luigi as the newest member of our Board. His long history with Virgin Group, along with his extensive investment and capital markets expertise, make him an ideal fit for the role as we continue to build our Delta Class fleet and ready the business for profitable growth.”

Brambilla said: “I am honored to join the Board in support of a visionary company that has pioneered the world’s first commercial spaceline and created a spaceflight system that can only be described as revolutionary. It’s an exciting new chapter for Virgin Galactic, and I’m thrilled to play a part in building its long-term success for years to come.”

Brambilla’s appointment to the Board fills the seat previously held by Evan Lovell, who served on Virgin Galactic’s Board of Directors until his passing in June of 2023. Virgin Galactic’s Board now includes nine directors who collectively bring significant experience in aerospace, manufacturing, safety, risk oversight, supply-chain management, consumer experience and finance.

About Luigi Brambilla

Mr. Brambilla, 40, currently serves as Managing Director of Investments and Capital Markets at Virgin Group and is a member of the Investment Committee of the Branson Family office. Mr. Brambilla joined Virgin Group in 2013 and has served in various investment management roles over the past ten years. Prior to that, Mr. Brambilla was an associate at private equity firm Clayton Dubilier & Rice from 2010-2013. From 2006-2010, he was a European investment banking analyst for Citigroup.

Mr. Brambilla currently serves on the Board of Directors of Virgin Voyages and Virgin Atlantic and is a Board Observer for Virgin Red. Mr. Brambilla holds a bachelor’s degree in international economics and master’s degree in international management from Università Bocconi.

About Virgin Galactic Holdings

Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. It has developed a spaceflight system designed to connect the world to the wonder and awe created by space travel and to offer customers a transformative experience. You can find more information at https://www.virgingalactic.com/.

For media inquiries:

Aleanna Crane - Vice President Communications

news@virgingalactic.com

575-800-4422

For investor inquiries:

Eric Cerny - Vice President Investor Relations

vg-ir@virgingalactic.com

949-774-7637

Cover	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 09, 2023
Entity Registrant Name	Virgin Galactic Holdings, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38202
Entity Tax Identification Number	85-3608069
Entity Address, Address Line One	1700 Flight Way
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	949
Local Phone Number	774-7640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	SPCE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001706946