Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Officers
On December
30, 2017, the Board of Directors (the “Board”) of Aerkomm Inc. (the “Company”) by unanimous written consent
appointed Mr. Jeffrey Wun as President and Chief Executive Officer (“CEO”) of the Company, effective December 31, 2017.
Mr. Chiou, the Company’s former President and CEO, agreed to step down from these positions by mutual consent, effective
December 31, 2017. Mr. Chiou will remain as a consultant to the Company for a period of six months.
In this unanimous
written consent, the Board confirmed that Mr. Y. Tristan Kuo would continue as the Chief Financial Officer of the Company, and
that Mr. Jan-Yung Lin would continue as the Secretary of the Company.
Mr. Jeffrey Wun, age
51, has served as a member of our board of directors since the reverse acquisition of our wholly-owned subsidiary, Aircom Pacific,
Inc., a California corporation (“Aircom”) on February 13, 2017. Mr. Wun previously has served as President, Treasurer
and Secretary of the Company from December 28, 2016 until February 13, 2017. Mr. Wun has served as Aircom’s Chief Technology
Officer since December 2014. Mr. Wun is a technologist who has more than 25 years of experience in the communications industry.
Prior to joining Aircom, Mr. Wun served as Senior Staff Engineer at Samsung Electronics Co., Ltd. from December 2012 until May
2015. Prior to that, Mr. Wun was a professional engineer at MediaTEK USA Inc. from November 2010 until December 2012 and served
as Chief Executive Officer at Kairos System Inc. from 2003 until 2010. Mr. Wun received his B.S. in Biochemistry and Computer Science
from Chinese University of Hong Kong in 1988.
Mr. Wun was appointed
as President and CEO, and Mr. Kuo’s and Mr. Lin’s positions with the Company were confirmed, until their successors
are duly elected and qualified. There are no arrangements or understandings between Mr. Wun and any other persons pursuant to which
he was selected as an officer of the Company. There are no family relationships among Mr. Wun and our directors or other officers.
There has been no transaction, nor is there any currently proposed transaction, between Mr. Wun and the Company that would require
disclosure under Item 404(a) of Regulation S-K.
Appointment
of Directors
On December 29, 2017, stockholders of the Company
holding 33,230,902 shares of the Company’s outstanding common stock, or approximately 80.15% of the outstanding common stock
of the Company, voted by written consent in lieu of an annual meeting (the “Written Stockholder Consent”) to elect
the following six (6) persons to the Board of the Company to serve until the Company’s next annual meeting or until their
resignations are duly tendered and accepted:
Jeffrey Wun
Jan-Yung Lin
Colin Lim
Raymond Choy
Chih-Ming (Albert) Hsu
James J. Busuttil
There are no arrangements
or understandings between the newly appointed directors and any other persons pursuant to which they were selected as directors.
There are no family relationships among the newly appointed directors and our directors or officers. There has been no transaction,
nor is there any currently proposed transaction, between any newly appointed director and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
No other items were
voted on by the Company’s stockholders in the Written Stockholder Consent.
Short biographies for the three new directors,
Raymond Choy, Chih-Ming (Albert) Hsu and James J. Busuttil, are set forth below:
Raymond Choy.
Mr. Choy has served
as a member of the Board of our wholly owned subsidiary Aircom Pacific, Inc. since October 2017. He is a certified public accountant
(CPA) in the state of California in 2006 and he also received his chartered global management accountant (CGMA) designation in
2013. Mr. Choy has been providing accounting, consulting and advisory services to public and private companies since July 2016
through his partnership with Beyond Century Consulting, LLC. Mr. Choy also has had extensive experience auditing the financial
statements and internal controls of public and private companies as a senior manager at Frazer, LLP from July 2004 to June 2016.
Mr. Choy is a 2003 graduate of California State Polytechnic University, Pomona, with a bachelor degree with in business administration
with accounting concentration and minor in computer information system.
Chih-Ming (Albert) Hsu
. Mr. Hsu
has served as a member of the Board of our wholly owned subsidiary Aircom Pacific, Inc. since April 2017. Mr. Hsu has been admitted
to practice law as a corporate and business lawyer and as a patent attorney in Taiwan since 2002. Mr. Hsu also previously served
as the arbitrator & mediator of the Chinese Arbitration Association, Taipei. In addition, Mr. Hsu was the Chairman of Unitel
High Technology Corporation, a listed company at Taiwan over-the-counter market from December 2015 until September 2016. Mr.
Hsu received the degrees of Master of Law and Bachelor of Law from National Taiwan University in 2003 and 1997, respectively. Mr.
Hsu is the expert of the real estate securitization in Taiwan.
James J. Busuttil
. Professor
Busuttil is an attorney admitted to practice before the courts of New York State since 1983, as well as numerous U.S. Federal Trial
and Appeals Courts, practicing international, financial and corporate law. Professor Busuttil was elected as a Life Fellow of the
U.K.-based Institute of Directors (IoD). Members are invited to become Fellows of the IoD based on their substantial and sustained
experience and contribution to business. Fellows are required to have been a company director for at least five years and, at some
point during this period, the entity must have had an annual turnover or budget that exceeds £10m. Professor Busuttil has
represented banks and financial institutions based in the United States and other countries in private sector financing of domestic
and international projects, negotiated alternative energy project financings, handled transnational mergers and joint ventures,
represented equity investors in venture capital transactions and organized investment funds. In addition, Professor Busuttil represented
the Bank Advisory Group for a major Latin American debtor nation in sovereign debt restructuring and handled a variety of private
sector Latin American debt restructures. Professor Busuttil has been a Member of the Permanent Court of Arbitration (PCA) since
2007. The PCA is the oldest international tribunal in the world established by the 1907 Convention for the Pacific Settlement of
International Disputes. Membership of the PCA is strictly by nomination of contracting states of individuals of known competency
in questions of international law, of the highest moral reputation, and disposed to accept the duties of Arbitrator.’ Professor
Busuttil is also a Member of the London Court of International Arbitration (LCIA) Users’ Council. With respect to arbitration,
Professor Busuttil has been involved mainly in investment disputes. Professor Busuttil created the University of London’s
Postgraduate Laws Program. Professor Busuttil directed the Master of Laws (LL.M.), Postgraduate Diploma in Laws (PG Dip. Laws)
and the Postgraduate Certificate in Laws (PG Cert. Laws) for over 10 years. Under Professor Busuttil’s leadership, the Program
grew to over 3,000 persons from more than 150 countries. Professor Busuttil was appointed as an Honorary Professor at the Faculty
of Law of University College London (UCL) in 2004. Professor Busuttil has been a member of the Pugwash Conference on Science and
World Affairs, of the Council on Foreign Relations, and of the Executive Council of the American Society of International Law.
In the course of work, Professor Busuttil has developed experience and understanding in dealing with parties and organizations,
including the private and public sectors, in South East Asia, East Asia, Europe, the Middle East, Russia, North Africa and Australasia.