Loral Space mmunications : Proxy Statement (definitive)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )‌‌

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   Definitive Proxy Statement

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  Loral Space & Communications Inc.

  (Name of Registrant as Specified In Its Charter)

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The Annual Meeting of Stockholders of Loral Space & Communications Inc. ("Loral" or the "Company") will be held at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, at 10:30 A.M., on Thursday, May 18, 2017, for the purpose of:

1. Electing to the Board of Directors the two nominees named in the accompanying Proxy Statement who have been nominated by the Board of Directors to continue to serve as Class II directors and whose current terms will expire at the Annual Meeting;

2. Acting upon a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017;

3. Acting upon a proposal to approve, on a non-binding, advisory basis, compensation of the Company's named executive officers as described in the accompanying Proxy Statement; and

4. Acting upon a proposal to select, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on compensation paid to the Company's named executive officers.

   The Board of Directors has fixed the close of business on March 31, 2017 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

   The Board of Directors unanimously recommends that stockholders vote their shares in favor of the election of the Class II nominees, in favor of Proposals 2 and 3, and, with respect to Proposal 4, in favor of holding future non-binding, advisory votes on compensation paid to named executive officers on an annual basis.

   This Notice and accompanying Proxy Statement and proxy or voting instruction card will be first mailed to you and to other stockholders of record commencing on or about April 13, 2017.

   All stockholders are cordially invited to attend the Annual Meeting. Stockholders may obtain directions to the Annual Meeting by contacting the Company's investor relations department at (212) 697-1105. Whether or not you plan to attend, I hope that you will vote as soon as possible. Please review the instructions on the proxy or voting instruction card regarding your voting options.

   By Order of the Board of Directors

   Michael B. Targoff

   Vice Chairman of the Board

   April 13, 2017

   TABLE OF CONTENTS Page

   Notice of Annual Meeting

   Proxy Statement

   Questions and Answers about the Annual Meeting and Voting1

   Proposal 1 - Election of Directors5

   Nominees for Election to the Board of Directors in 2017 5

   Continuing Members of the Board of Directors 6

   Additional Information Concerning the Board of Directors of the Company 8

   Director Independence 8

   Indemnification Agreements 9

   Directors and Officers Liability Insurance 9

   Board Leadership Structure 9

   Board Role in Risk Oversight 9

   Director Compensation 10

   Board and Committee Compensation Structure 10

   Directors Compensation for Fiscal 2016 11

   Committees of the Board of Directors 11

   Proposal 2 - Independent Registered Public Accounting Firm 14

   Proposal 3 - Advisory Vote on Compensation Paid to Our Named Executive Officers 16

   Proposal 4 - Advisory Vote on Frequency of Future Advisory Votes on Compensation Paid to Our Named Executive Officers 17

   Report of the Audit Committee 18

   Executive Compensation 19

   Compensation Discussion and Analysis 19

   Report of the Compensation Committee 23

   Compensation Tables 24

   Summary Compensation Table 24

   Pension Benefits in Fiscal Year 2016 25

   Potential Change in Control and Other Post Employment Payments 26

   Ownership of Voting Common Stock 28

   Certain Relationships and Related Transactions 31

   Other Matters 32

   Section 16(a) Beneficial Ownership Reporting Compliance 32

   Solicitation of Proxies 32

   Stockholder Proposals for 2018 32

   Communications with the Board 32

   Code of Ethics 33

   Householding 33

   Loral Space & Communications Inc. 565 Fifth Avenue New York, New York 10017 PROXY STATEMENT

   Questions and Answers About the Annual Meeting and Voting

   Why did I receive this proxy statement? We have sent you this Notice of Annual Meeting and Proxy Statement and proxy or voting

   instruction card because the Board of Directors (the "Board of Directors" or the "Board") of Loral Space & Communications Inc. ("Loral" or the "Company") is soliciting your proxy to vote at our Annual Meeting of Stockholders on May 18, 2017 (the "Annual Meeting"). This Proxy Statement contains information about the items being voted on at the Annual Meeting and information about us.

   Who is entitled to vote? You may vote on each matter properly submitted for stockholder action at the Annual Meeting if you were the record holder of our Voting Common Stock, par value $.01 per share ("Voting Common Stock"), as of the close of business on March 31, 2017. On March 31, 2017, there were 21,427,078 shares of our Voting Common Stock outstanding and entitled to vote at the Annual Meeting.

   How many votes do I have? Each share of our Voting Common Stock that you own entitles you to one vote on each matter properly submitted for stockholder action at the Annual Meeting.

   What am I voting on? You will be voting on the following:

   • To elect to the Board of Directors the two nominees named in this Proxy Statement who have been nominated by the Board of Directors to continue to serve as Class II directors and whose current terms will expire at the Annual Meeting;

   • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017;

   • To approve, on a non-binding, advisory basis, compensation of the Company's named executive officers as described in this Proxy Statement; and

   • To select, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on compensation paid to the Company's named executive officers.

     How do I vote? You may vote in the following ways:

   • By Mail: If you are a holder of record, you may vote by marking, dating and signing

     your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your shares in street name, please complete and mail the voting instruction card.

   • By Telephone or Internet: If you hold your shares in street name, you may be able to provide instructions to vote your shares by telephone or over the Internet. Please follow the instructions on your voting instruction card.