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March 20, 2013

DEAR SHAREHOLDER:

It is a pleasure for me to extend to you an invitation to attend the 2013 Annual Meeting of Shareholders of EchoStar Corporation.  The Annual Meeting will be held on May 1, 2013, at 1:00 p.m., local time, at EchoStar’s headquarters at 100 Inverness Terrace East, Englewood, Colorado 80112.

The enclosed Notice of 2013 Annual Meeting of Shareholders and Proxy Statement describe the proposals to be considered and voted upon at the Annual Meeting.  During the Annual Meeting, we will also review EchoStar’s operations and other items of general interest regarding the corporation.

We hope that all shareholders will be able to attend the Annual Meeting.  Whether or not you plan to attend the Annual Meeting in person, it is important that you be represented.  To ensure that your vote is received and counted, please follow the instructions included with your proxy card to vote online or by mail or telephone.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in EchoStar.  I look forward to seeing you at the Annual Meeting.

CHARLES W. ERGEN

Chairman of the Board of Directors

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NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF ECHOSTAR CORPORATION:

The Annual Meeting of Shareholders of EchoStar Corporation will be held on May 1, 2013, at 1:00 p.m., local time, at 100 Inverness Terrace East, Englewood, Colorado 80112, for the following purposes:

1.              To elect seven directors to our Board of Directors;

2.              To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013; and

3.              To consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters in person or by proxy.  Whether or not you plan to attend the Annual Meeting, we ask that you vote using one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

·                  Vote online or by telephone, by following the instructions included with your proxy card; or

·                  Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only shareholders of record at the close of business on March 7, 2013 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.  This proxy statement and proxy card were either made available to you over the Internet or mailed to you beginning on or about March 20, 2013.

By Order of the Board of Directors

DEAN A. MANSON

Executive Vice President, General Counsel

and Secretary

March 20, 2013

100 Inverness Terrace East · Englewood, Colorado 80112 · Tel: (303) 706-4000 · Fax: (303) 723-1999

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PROXY STATEMENT

OF

ECHOSTAR CORPORATION

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GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of EchoStar Corporation (“EchoStar,” “we,” “us,” “our” or the “Corporation”).  The purpose of the Annual Meeting is to elect seven directors to our Board of Directors (the “Board” or “Board of Directors”) and to ratify KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.  Your proxy is being solicited by our Board of Directors.  The Board is currently not aware of any other matters proposed to be presented at the Annual Meeting.

Date, Time and Place

The Annual Meeting will be held on May 1, 2013, at 1:00 p.m., local time, at the Corporation’s headquarters, located at 100 Inverness Terrace East, Englewood, Colorado 80112.

Securities Entitled to Vote

This Proxy Statement is being sent or provided on or about March 20, 2013, to holders of record at the close of business on March 7, 2013 (the “Record Date”) of our Class A Common Stock (the “Class A Shares”) and Class B Common Stock (the “Class B Shares”).  Only shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record,” with respect to those shares. Shareholders of record receive this Proxy Statement and the accompanying Annual Report and the proxy card directly from us.  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” with respect to those shares. Your broker, bank or other nominee, who is considered the shareholder of record for such shares, should have forwarded the Notice of Internet Availability of Proxy Materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by completing the voting instruction form.

At the close of business on the Record Date, 40,609,866 Class A Shares and 47,687,039 Class B Shares were outstanding.  Each of the Class A Shares is entitled to one vote per share on each proposal to be considered by our shareholders.  Each of the Class B Shares is entitled to ten votes per share on each proposal to be considered by our shareholders.

A complete record of the shareholders entitled to vote at the Annual Meeting will be available at our headquarters at 100 Inverness Terrace East, Englewood, Colorado 80112 for inspection by any shareholder for any purpose germane to the Annual Meeting, for a period of ten (10) days prior to the Annual Meeting during normal business hours, and at any time during the whole time of the Annual Meeting.

Voting of Proxies

To vote online or by telephone, please refer to the instructions included with the accompanying proxy card.  To vote by mail, please complete the proxy card and return it to us as instructed in the proxy card.  Submitting your vote online or by telephone or mail will not affect your right to vote in person, if you choose to do so.  Proxies that are properly delivered to us by 11:59 p.m., Eastern Time, on April 30, 2013 and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in accordance with the instructions set forth in your proxy.  If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretionary authority to vote on that matter.

Your proxy may be revoked by giving written notice of the revocation of your proxy to our Secretary, Dean A. Manson, at our headquarters at 100 Inverness Terrace East, Englewood, Colorado 80112, at any time prior to the Annual Meeting.  You may also revoke your proxy by submitting a proxy with a later date than your original proxy or by voting in person at the Annual Meeting.  Your presence at the Annual Meeting does not by itself revoke your proxy.

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Attendance at the Meeting

All of our shareholders of record at the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting.  Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis.  Registration and seating will begin at 12:45 p.m., local time, and the Annual Meeting will begin at 1:00 p.m., local time.  Each shareholder may be asked to present a valid government issued photo identification, such as a driver’s license or passport, and proof of his or her share ownership as of the Record Date.  Examples of proof of ownership include a legal proxy or a copy of a brokerage or bank statement reflecting your share ownership as of the Record Date.  Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.  All shareholders must check in at the registration desk at the Annual Meeting.

Quorum

In accordance with our Articles of Incorporation, as amended (our “Articles of Incorporation”), the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total voting power of all classes of our voting stock taken together shall constitute a quorum for the transaction of business at the Annual Meeting.  Abstentions from voting on a proposal by a shareholder at the Annual Meeting, as well as broker nonvotes, will be considered for purposes of determining the number of total votes present at the Annual Meeting.

Vote Required

Vote Required to Elect the Directors (Proposal 1)

The affirmative vote of a plurality of the total votes cast for directors at the Annual Meeting is necessary to elect a director.  No cumulative voting is permitted.  The seven nominees receiving the highest number of votes cast “for” the nominee will be elected.

Vote Required to Ratify the Independent Registered Public Accounting Firm (Proposal 2)

The affirmative vote of a majority of the voting power represented at the Annual Meeting is necessary to ratify the appointment of KPMG LLP as our independent registered public accounting firm.  The total number of votes cast “for” KPMG LLP as our independent registered public accounting firm will be counted for purposes of determining whether sufficient votes have been cast to ratify the appointment of KPMG LLP as our independent registered public accounting firm.

Treatment of Abstentions and Broker Nonvotes

Abstentions will have the same effect as votes “against” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.  However, abstentions will not be counted as “against” or “for” the election of directors.  Broker nonvotes will not be considered in determining the election of directors or the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

Vote Assured Due to Controlling Shareholder

Through his direct or indirect ownership of Class A Shares and Class B Shares, Charles W. Ergen possesses approximately 79.4% of our total voting power.  Please see “Equity Security Ownership” below.  Mr. Ergen has indicated his intention to vote: (1) for the election of each of the seven director nominees; and (2) for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.  Accordingly, the election of each of the director nominees and the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 are assured notwithstanding a contrary vote by any or all shareholders other than Mr. Ergen.

Householding

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding” whereby multiple shareholders sharing the same address may receive a single copy of our Annual Report, Proxy

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Statement or Notice of Internet Availability of Proxy Materials, unless one or more of these shareholders notifies Broadridge Financial Solutions that they wish to continue receiving individual copies, in which case we will deliver promptly a separate copy of our Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials, as applicable, to each such shareholder.  Shareholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other shareholders with whom you share an address currently receive multiple copies of our Annual Report, Proxy Statement and/or Notice of Internet Availability of Proxy Materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials for your household, please contact Broadridge Financial Solutions.

Broadridge Financial Solutions may be reached at 51 Mercedes Way, Edgewood, NY 11717 or (800) 542-1061.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Nominees

Our shareholders will elect a Board of seven directors at the Annual Meeting.  Each of the directors is expected to hold office until the next annual meeting of our shareholders or until his respective successor shall be duly elected and qualified.  Each nominee has consented to his nomination and has advised us that he intends to serve if elected.  If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees or (ii) the Board of Directors may, in accordance with our bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified.

The nominees for director are as follows:

The following sets forth the business experience of each of the nominees over the last five years:

R. Stanton Dodge.  Mr. Dodge has served as a member of our Board of Directors since 2009.  Mr. Dodge is currently the Executive Vice President, General Counsel and Secretary of DISH Network Corporation (“DISH Network”) and is responsible for all legal and government affairs of DISH Network and its subsidiaries.  From October 2007 to November 2011, Mr. Dodge served as our Executive Vice President, General Counsel and Secretary pursuant to a management services agreement between DISH Network and EchoStar that was entered into in connection with the spin-off of EchoStar from DISH Network on January 1, 2008 (the “Spin-off”).  Since joining DISH Network in November 1996, he has held various positions of increasing responsibility in DISH Network’s legal department. The Board concluded that Mr. Dodge should continue to serve on the Board due to, among other things, his knowledge of our industry particularly in light of his business and legal expertise obtained during his prior service as our General Counsel, his service as DISH Network’s General Counsel and roles of increasing responsibility held at DISH Network during his 16 years of service.

Michael T. Dugan.  Mr. Dugan has served as our Chief Executive Officer and President since November 2009.  Mr. Dugan has also served as a member of our Board of Directors since our formation in 2007.  Mr. Dugan served as a senior advisor to EchoStar from January 1, 2008 until November 2009.  From May 2004 to December 2007, he was a member of the board of directors of DISH Network, and served DISH Network alternately as Chief Technical Officer and senior advisor from time to time.  Mr. Dugan served as a director of Frontier Corporation from October 2006 until November 2009.  The Board concluded that Mr. Dugan should continue to serve on the Board due to, among other things, his knowledge of DISH Network from his service as a director and officer and his experience in the telecommunications and related industries from his service over the years as a director or officer with a number of different companies in those industries.

Charles W. Ergen.  Mr. Ergen has served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007.  Mr. Ergen served as our Chief Executive Officer from our formation in 2007 until November 2009.  Mr. Ergen serves as executive Chairman and has been Chairman of the Board of Directors of DISH Network since its formation and, during the past five years, has held executive officer and director positions with DISH Network and its subsidiaries.  The Board concluded that Mr. Ergen should continue to serve on the Board due to, among other things, his role as DISH Network’s co-founder and as our

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controlling shareholder and the expertise, leadership and strategic direction that he was contributed to us since our formation, in addition to his extensive experience in our industry.

Anthony M. Federico.  Mr. Federico has served as a member of our Board of Directors since May 2011, and serves on our Executive Compensation Committee, Nominating Committee, and Audit Committee.  The Board of Directors has determined that Mr. Federico meets the independence requirements of NASDAQ and SEC rules and regulations.  Until 2012, Mr. Federico served as Vice President, Chief Engineer, and Graphic Communications Executive Liaison of Xerox Corporation (“Xerox”).  Mr. Federico joined Xerox in 1968, and held various product and general management positions, as well as numerous engineering, solutions, information management, and process re-engineering positions.  Mr. Federico led the internal development of most of Xerox’s major production products over the last 20 years, including DocuPrint, DocuTech, DocuTech HLC, Nuvera, and iGen3.  Mr. Federico’s other positions previously held with Xerox included: Vice President/General Manager Production Solutions Businesses, Vice President of Technology for Production Systems, Vice President/General Manager Technology and Document Production Solutions, and Vice President Market-To-Collection and North American Information Management.  Mr. Federico earned a Bachelor of Science degree in Mathematics and Electrical Engineering from the University of Rochester, and has done graduate studies in these areas and Computer Science at the Rochester Institute of Technology and General Management at Indiana University and Harvard University.  In addition, Mr. Federico holds 24 patents and was the 1991 recipient of the Xerox President’s Award and the Xerox Individual Excellence Award.  The Board concluded that Mr. Federico should continue to serve on the Board due to, among other things, his technical and managerial experience, acquired, in part, during his tenure with Xerox.

Pradman P. Kaul.  Mr. Kaul has served as President of Hughes Communications, Inc. (“Hughes Communications”) since its formation in February 2006.  Mr. Kaul has also served as a member of our Board of Directors since August 2011.  Mr. Kaul also served as a member of the board of directors of Hughes Communications from February 2006 until June 2011.  Previously, Mr. Kaul also served as the Chief Operating Officer, Executive Vice President and Director of Engineering of Hughes Network Systems, LLC (“HNS” and, together with Hughes Communications, “Hughes”), a wholly owned subsidiary of Hughes Communications.  Mr. Kaul received a Bachelor of Science degree in Electrical Engineering from The George Washington University and a Master of Science degree in Electrical Engineering from the University of California at Berkeley.  Mr. Kaul has been inducted as a member of the National Academy of Engineering.  The Board concluded that Mr. Kaul should continue to serve on the Board due to, among other things, his technical and managerial experience acquired within the satellite industry, including his experience with Hughes.

Tom A. Ortolf.  Mr. Ortolf has served as a member of our Board of Directors since our formation in 2007, and is a member of our Executive Compensation Committee, Nominating Committee, and Audit Committee, where he serves as our “audit committee financial expert.” The Board of Directors has determined that Mr. Ortolf meets the independence requirements and “audit committee financial expert” requirements of NASDAQ and SEC rules and regulations.  Since 2005, Mr. Ortolf has also served as a member of the Board of Directors of DISH Network and as a member of its Executive Compensation Committee, Nominating Committee, and Audit Committee.  Mr. Ortolf has been the President of CMC, a privately held investment management firm, for nearly twenty years.  The Board concluded that Mr. Ortolf should continue to serve on the Board due to, among other things, his extensive knowledge of EchoStar from his service as a director since 2007 and as a director of DISH Network and his investment and financial experience gained, in part, as President of CMC.

C. Michael Schroeder.  Mr. Schroeder has served as a member of our Board of Directors since our formation in 2007, and serves on our Executive Compensation Committee, Nominating Committee, and Audit Committee.  The Board of Directors has determined that Mr. Schroeder meets the independence of NASDAQ and SEC rules and regulations.  In 1981, Mr. Schroeder founded Consumer Satellite Systems, Inc. (“CSS”), which he grew to encompass a 10 state distribution system operating in a region ranging from Wisconsin to Florida.  CSS served retailers selling satellite systems, televisions and a range of consumer electronics products. Mr. Schroeder also founded a programming division of CSS that grew to serve over 400,000 subscribers.  Prior to the Spin-off of EchoStar from DISH Network, Mr. Schroeder served on the Board of Directors of DISH Network and was a member of DISH Network’s Executive Compensation Committee, Nominating Committee, and Audit Committee.  The Board concluded that Mr. Schroeder should continue to serve on the Board due to, among other things, his knowledge of EchoStar from his service as a director since 2007, as a director of DISH Network prior to the Spin-off, and his operational expertise and satellite systems sales knowledge developed, in part, with CSS.

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The Board of Directors unanimously recommends a vote for the election of all of the nominees named herein.

Charles W. Ergen, our Chairman, currently possesses approximately 79.4% of our total voting power.  Please see “Equity Security Ownership” below.  Mr. Ergen has indicated his intention to vote in favor of Proposal No. 1.  Accordingly, approval of Proposal No. 1 is assured notwithstanding a contrary vote by any or all shareholders other than Mr. Ergen.

Director Compensation and Nonemployee Director Option Plans

Cash Compensation

Our employee directors are not compensated for their services as directors.  Each nonemployee director receives an annual retainer of $60,000 which is paid in equal quarterly installments on the last day of each calendar quarter; provided such person is a member of the Board on the last day of the applicable calendar quarter.  Our nonemployee directors also receive $1,000 for each meeting attended in person and $500 for each meeting attended by telephone.  Additionally, the chairperson of each committee of the Board receives a $5,000 annual retainer, which is paid in equal quarterly installments on the last day of each calendar quarter; provided such person is the chairperson of the committee on the last day of the applicable calendar quarter.  Furthermore, our nonemployee directors receive: (i) reimbursement, in full, of reasonable travel expenses related to attendance at all meetings of the Board of Directors and its committees and (ii) reimbursement, in full, of reasonable expenses related to educational activities undertaken in connection with service on the Board of Directors and its committees.

(1)            The amounts reported in the “Option Awards” column reflect the aggregate grant date fair values.  Assumptions used in the calculation of these amounts are included in Note 14 in the Notes to the Corporation’s audited financial statements for the fiscal year ended December 31, 2012, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 20, 2013.

On June 30, 2012, each of the nonemployee directors was granted an option to acquire 5,000 Class A Shares at an exercise price of $26.42 per share under our non-employee director stock option plan, which we refer to as the 2008 Director Plan.  These options are 100% vested upon issuance.  Thus, the amount recognized for financial statement reporting purposes and the full grant date fair value are the same.

Incentive Compensation

Upon election to our Board, our new nonemployee directors are granted an option to acquire a certain number of our Class A Shares under our 2008 Director Plan.  Options granted under our 2008 Director Plan are 100% vested upon issuance and have a term of five years.  We also expect to annually grant each nonemployee director an option to acquire 5,000 Class A Shares.

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Our nonemployee directors do not hold any stock awards except those received as a result of the Spin-off and those granted to the nonemployee directors pursuant to the 2008 Director Plan.  The following options were granted to our nonemployee directors pursuant to the 2008 Director Plan and were outstanding as of December 31, 2012:

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CORPORATE GOVERNANCE

Board of Directors Information

Our Board held six meetings in 2012 and did not take action by unanimous written consent during 2012.  Each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board held during the period in which he was a director; and (ii) the total number of meetings held by all committees of the Board on which he served.  In addition, our non-employee directors held four executive sessions in 2012.

Directors are elected annually and serve until their successors are duly elected and qualified or their earlier resignation or removal.  Officers serve at the discretion of the Board.

We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules because more than 50% of our voting power is held by Charles W. Ergen, our Chairman.  Mr. Ergen currently beneficially owns approximately 51.0% of our total equity securities and possesses approximately 79.4% of the total voting power.  Mr. Ergen’s beneficial ownership and total voting power excludes 6,646,648 of our Class A Shares issuable upon conversion of our Class B Shares currently held by certain trusts established by Mr. Ergen for the benefit of his family. These trusts beneficially own approximately 14.1% of our total equity securities and possess approximately 12.8% of our total voting power.  Please see “Equity Security Ownership” below.  Therefore, we are not subject to the NASDAQ listing requirements that would otherwise require us to have: (i) a Board of Directors comprised of a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (iii) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.  Nevertheless, the Corporation has created an Executive Compensation Committee (the “Compensation Committee”) and a Nominating Committee, in addition to an Audit Committee, all of which are composed entirely of independent directors.

Committee Information

The function and authority of each of the committees of our Board of Directors are described below.  The charters of our Compensation, Audit and Nominating Committees are available free of charge on our website at http://www.echostar.com.

Compensation Committee.  The Compensation Committee operates under a Compensation Committee Charter adopted by the Board.  The principal functions of the Compensation Committee are, to the extent the Board deems necessary or appropriate, to: (i) make and approve all option grants and other issuances of EchoStar’s equity securities to EchoStar’s executive officers and Board members other than nonemployee directors; (ii) approve all other option grants and issuances of EchoStar’s equity securities, and recommend that the full Board make and approve such grants and issuances; (iii) establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard stock incentive plan options that may be paid to EchoStar’s executive officers, and certify achievement of such goals prior to payment; and (iv) set the compensation of Mr. Ergen, who is our Chairman.

The Compensation Committee held six meetings and took action by unanimous written consent on one occasion during 2012.  The current members of the Compensation Committee are Mr. Ortolf, Mr. Schroeder and Mr. Federico, with Mr. Ortolf serving as Chairman of the Compensation Committee.  The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations.

Audit Committee.  Our Board has established a standing Audit Committee in accordance with NASDAQ rules and Section 10A of the Securities Exchange Act of 1934 (the “Exchange Act”) and related SEC rules and regulations.  The Audit Committee operates under an Audit Committee Charter adopted by the Board.  The principal functions of the Audit Committee are to: (i) select the independent registered public accounting firm and set their compensation; (ii) select the internal auditor; (iii) review and approve management’s plan for engaging our independent registered public accounting firm during the year to perform non-audit services and consider what effect these services will have on the independence of our independent registered public accounting firm; (iv) review our annual financial statements and other financial reports that require approval by the Board; (v) oversee the integrity of our financial

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statements, our systems of disclosure and internal controls, and our compliance with legal and regulatory requirements; (vi) review the scope of our independent registered public accounting firm’s audit plans and the results of their audits; and (vii) evaluate the performance of our internal audit function and the independent registered public accounting firm.

The Audit Committee held eight meetings and did not take action by unanimous written consent during 2012.  The current members of the Audit Committee are Mr. Ortolf, Mr. Schroeder and Mr. Federico, with Mr. Schroeder serving as Chairman of the Audit Committee and Mr. Ortolf serving as our “audit committee financial expert”.  The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations.  The Board has also determined that each member of our Audit Committee is financially literate and that Mr. Ortolf qualifies as our “audit committee financial expert” as defined by applicable SEC rules and regulations.

Nominating Committee.  The Nominating Committee operates under a Nominating Committee Charter adopted by the Board.  The principal function of the Nominating Committee is to recommend independent director nominees for selection by the Board.  The Nominating Committee held two meetings and did not take action by written consent during 2012.  The current members of the Nominating Committee are Mr. Ortolf, Mr. Schroeder and Mr. Federico, with Mr. Federico serving as Chairman of the Committee.  The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations.

Board Criteria and Board Selection Process

The Nominating Committee considers candidates suggested by its members, other directors, senior management and shareholders as appropriate.  No search firms or other advisors were retained to identify prospective nominees during the past fiscal year.  In considering whether to recommend a prospective nominee for selection by the Board, the Nominating Committee considers the entirety of prospective nominee’s credentials, including but not limited to the following diverse factors: (i) their reputation and character; (ii) their ability and willingness to devote sufficient time to Board duties; (iii) their educational background; (iv) their business and professional achievements, experience and industry background; (v) their independence from management under listing standards and the Corporation’s governance guidelines; and (vi) the needs of the Board and the Corporation.  The Nominating Committee does not assign specific weights to any particular criteria and no particular criterion is necessarily applicable to all prospective nominees.  However, the Corporation believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.  The Nominating Committee recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of experience, knowledge and abilities required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations.

The Nominating Committee has not adopted a written policy with respect to the consideration of candidates proposed by shareholders or with respect to nominating anyone to our Board other than nonemployee directors.  A shareholder who wishes to recommend a prospective nominee for the Board should notify the Corporation’s Secretary or any member of the Nominating Committee in writing, in accordance with the process described in “Shareholder Communications” below, with whatever supporting material the shareholder considers appropriate.  The Nominating Committee will consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Corporation’s bylaws relating to shareholder nominations.

Board Leadership Structure

The Board currently separates the role of Chairman of the Board from the role of Chief Executive Officer with Mr. Charles W. Ergen serving as Chairman and Mr. Michael T. Dugan serving as Chief Executive Officer and President of the Corporation.  Mr. Dugan is responsible for the day-to-day management of the Corporation and Mr. Ergen primarily identifies strategic priorities and leads the discussion and execution of strategy for the Corporation.  We believe this leadership structure is appropriate for the Corporation and in the best interest of its shareholders, among other reasons, because separating the Chairman and Chief Executive Officer roles allows us to efficiently develop and implement corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership.  Among other things, separation of these roles allows our Chief Executive Officer and

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other members of senior management to focus on our day-to-day business, while at the same time the Board is able to take advantage of the unique blend of leadership, experience and knowledge of our industry and business that Mr. Ergen brings to the role of Chairman in providing guidance to, and oversight of, management.  In light of the separation of the role of Chairman of the Board from the role of Chief Executive Officer and Mr. Ergen’s voting control, we believe that the creation of a lead independent director position is not necessary at this time.

The Board’s Role in Risk Oversight

The Board has ultimate responsibility for oversight of the Corporation’s risk management processes.  The Board discharges this oversight responsibility through regular reports received from and discussions with senior management on areas of material risk exposure to the Corporation.  These reports and Board discussions include, among other things, operational, financial, legal and regulatory, and strategic risks.  Additionally, the Corporation’s risk management processes are intended to identify, manage and control risks so that they are appropriate considering the Corporation’s scope, operations and business objectives.  The Board (or the appropriate committee in the case of risks in areas for which responsibility has been delegated to a particular committee) engages with the appropriate members of senior management to enable its members to understand and provide input to, and oversight of, our risk identification, risk management and risk mitigation strategies.  The Audit Committee also meets regularly in executive session without management present to, among other things, discuss the Corporation’s risk management culture and processes.  For example, as part of its charter, our Audit Committee is responsible for, among other things, discussing the Corporation’s policies with respect to risk assessment and risk management, and reviewing contingent liabilities and risks that may be material to the Corporation.  When a committee receives a report from a member of management regarding areas of risk, the chairman of the relevant committee is expected to report on the discussion to the Board to the extent necessary or appropriate.  This enables the Board to coordinate risk oversight, particularly with respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility.  The Board or applicable committee also has authority to engage external advisors as necessary.

Other Information About Our Board of Directors

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised solely of independent directors.  The current Compensation Committee members are Mr. Ortolf, Mr. Schroeder and Mr. Federico.  None of these individuals was an officer or employee of EchoStar or DISH Network at any time during the 2012 fiscal year.  With the exception of those executive officers and directors who are also executive officers or directors of DISH Network, no executive officer or director of EchoStar served on the board of directors or compensation committee of any other entity that had one or more executive officers who served as a member of EchoStar’s or DISH Network’s Board of Directors or Compensation Committee during the 2012 fiscal year.

Annual Meeting Attendance

Although we do not have a policy with regard to Board members’ attendance at our annual meetings of shareholders, all of our directors are encouraged to attend such meetings.  All of our directors were in attendance at our 2012 annual meeting. We expect that all of our nominees for election to the Board of Directors will attend our 2013 Annual Meeting.

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INFORMATION CONCERNING OUR EXECUTIVE OFFICERS

The table and information below sets forth the name, age and position with the Corporation of each of our executive officers, the period during which each executive officer has served as such, and each executive officer’s business experience during at least the past five years.  Information concerning Charles W. Ergen, Chairman; Michael T. Dugan, Chief Executive Officer, President and Director; and Pradman P. Kaul, President Hughes Communications, Inc. and Director, is set forth above under “Proposal 1 — Election of Directors.”

Kenneth G. Carroll.  Mr. Carroll has served as our Executive Vice President, Corporate and Business Development since December 2012. Mr. Carroll served as our Executive Vice President and Chief Financial Officer from November 2011 to November 2012. Mr. Carroll, a 20-year veteran in the satellite TV and satellite broadband industry, served as Chief Operating Officer of EchoStar Satellite Services from August 2010 to June 2011, and as Executive Vice President, Business Development and International, of EchoStar Corporation from June 2011 to November 2011.  Prior to joining EchoStar, from 2003 to 2010, Mr. Carroll served as President and Chief Operating Officer of WildBlue Communications, Inc., a nationwide satellite broadband company.  In addition, Mr. Carroll previously served as Chief Financial Officer for Liberty Satellite & Technology and DTH satellite TV provider PrimeStar.

Mark W. Jackson.  Mr. Jackson has served as President of EchoStar Technologies L.L.C. since 2004 and oversees all day to day operations of our EchoStar Technologies segment.  Mr. Jackson served as President of EchoStar Technologies Corporation from June 2004 through December 2007.

Anders N. Johnson.  Mr. Johnson has served as President of EchoStar Satellite Services L.L.C. since June 2011.  Mr. Johnson was most recently at SES World Skies where he served as Senior Vice President of Strategic Satellite Development.  Mr. Johnson joined SES GLOBAL after the combination of GE Americom and SES GLOBAL in 2001.  Prior to SES GLOBAL, Mr. Johnson worked at GE Capital beginning in 1985 in a variety of executive level roles in Satellite Services, Aviation Services, and Transportation & Industrial Financing.

Sandi L. Kerentoff.  Ms. Kerentoff has served as our Executive Vice President, Global Human Resources since February 2012, following her appointment as head of Global Human Resources in October 2011.  Ms. Kerentoff also has served as Senior Vice President, Administration and Human Resources of Hughes Network Systems, LLC since April 2000.  Ms. Kerentoff joined Hughes in 1977 and, from 1977 to 2000, held various positions of increasing responsibility.  She received her Bachelor of Science degree in Finance from Michigan State University.

Dean A. Manson.  Mr. Manson has served as our Executive Vice President, General Counsel and Secretary since November 2011, and is responsible for all legal and government affairs of EchoStar Corporation and its subsidiaries.  Mr. Manson joined Hughes in 2000 from the law firm of Milbank, Tweed, Hadley & McCloy, where he focused on international project finance and corporate transactions, and was appointed General Counsel of Hughes in 2004.  Mr. Manson received a Bachelor of Science in Engineering from Princeton University and a Juris Doctorate from Columbia University School of Law.

David J. Rayner.  Mr. Rayner has served as our Executive Vice President and Chief Financial Officer since December 2012.  From November 2011 to November 2012, Mr. Rayner served as Chief Financial Officer of Tendril Networks, Inc., a Boulder, Colorado software company.  Mr. Rayner served as our Chief Financial Officer from June 2010 to November 2011 and served as our Chief Administrative Officer from January 2008 to June 2010. Prior to that, Mr. Rayner served as Executive Vice President of Installation and Service Networks of DISH Network and had previously held the position of Chief Financial Officer of DISH Network from December 2004 to September 2006.  Before joining DISH Network in December 2004, Mr. Rayner served as Senior Vice President and Chief Financial Officer of Time Warner Telecom in Denver, beginning in June 1998.

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EQUITY SECURITY OWNERSHIP

Equity Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of the close of business on the Record Date by: (i) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) our Chief Executive Officer, Chief Financial Officers and three other most highly compensated persons acting as one of our executive officers for the fiscal year ended December 31, 2012 (collectively, the “Named Executive Officers” or “NEOs”); and (iv) all of our directors and executive officers as a group.  Unless otherwise indicated, each person listed in the following table (alone or with family members) has sole voting and dispositive power over the shares listed opposite such person’s name.

*                      Less than 1%.

(1)           Except as otherwise noted below, the address of each such person is 100 Inverness Terrace East, Englewood, Colorado 80112.  As of the close of business on March 7, 2013, there were 40,609,866 outstanding Class A Shares and 47,687,039 outstanding Class B Shares.

(2)           Mr. Ergen is deemed to own beneficially all of the Class A Shares owned by his spouse, Mrs. Cantey Ergen. Mr. Ergen’s beneficial ownership includes: (i) 154,598 Class A Shares; (ii) 3,705 Class A Shares held in the Corporation’s 401(k) Employee Savings Plan (the “401(k) Plan”) by Mr. Ergen; (iii) 920,000 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date; (iv) 47 Class A Shares held by Mrs. Ergen; (v) 201 Class A Shares held in the 401(k) Plan held by Mrs. Ergen; (vi) 10,734 Class A Shares held as custodian for his children; (vii) 5,400 Class A Shares held by a charitable foundation for which Mr. Ergen is an officer; and (viii) 41,040,391 Class A Shares issuable upon conversion of Mr. Ergen’s Class B Shares. Mr. Ergen’s beneficial ownership of Class A Shares excludes: (A) 1,296,646 Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Three-Year GRAT dated November 30, 2010, (B) 1,674,275 Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Four-Year GRAT dated November 30, 2010, (C) 1,896,932  Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Five-Year GRAT dated November 30, 2010, and (D) 1,778,795 Class A Shares issuable upon conversion of Class B Shares held by certain trusts established by Mr. Ergen for the benefit of his family.

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(3)           Because each Class B Share is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of the Corporation representing approximately 79.4% of the voting power of the Corporation (assuming no conversion of the Class B Shares and after giving effect to the exercise of Mr. Ergen’s options that are either currently exercisable or may become exercisable within 60 days of the Record Date).  Mr. Ergen’s beneficial ownership excludes 6,646,648 Class A Shares issuable upon conversion of Class B Shares currently held by certain GRATs and other trusts established by Mr. Ergen for the benefit of his family.  These GRATs and other trusts beneficially own approximately 14.1% of our total equity securities and possess approximately 12.8% of our total voting power.

(4)           The address of Putnam Investments, LLC (d/b/a Putnam Investments) is One Post Office Square, Boston, Massachusetts 02109.  Of the Class A Shares beneficially owned, Putnam Investments has sole voting power as to 107,959 Class A Shares beneficially owned by it and sole dispositive power as to 7,679,954 Class A Shares beneficially owned by it.  The foregoing information is based solely upon a Schedule 13G/A filed by Putnam Investments with the SEC on February 14, 2013.

(5)           The address of Mr. William R. Gouger is 400 Inverness Parkway, Suite 250, Englewood, CO 80112.  Mr. Gouger’s beneficial ownership includes: (i) 28 Class A Shares owned beneficially directly by Mr. Gouger; (ii) 1,450 Class A Shares owned beneficially indirectly by Mr. Gouger in the 401(k) Plan; (iii) 1,778,795 Class B Shares owned beneficially by Mr. Gouger solely by virtue of his position as trustee of certain trusts established by Mr. Ergen for the benefit of his family; (iv) 1,296,646 Class B Shares owned beneficially by Mr. Gouger solely by virtue of his position as trustee of the Ergen Three-Year GRAT dated November 30, 2010; (v) 1,674,275 Class B Shares owned beneficially by Mr. Gouger solely by virtue of his position as trustee of the Ergen Four-Year GRAT dated November 30, 2010; and (vi) 1,896,932 Class B Shares owned beneficially by Mr. Gouger solely by virtue of his position as trustee of the Ergen Five-Year GRAT dated November 30, 2010.

(6)           Mr. Dugan’s beneficial ownership includes: (i) 126 Class A Shares; (ii) 964 Class A Shares held in the 401(k) Plan; and (iii) 755,200 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(7)           Mr. Jackson’s beneficial ownership includes: (i) 113 Class A Shares; (ii) 2,949 Class A Shares held in the 401(k) Plan; and (iii) 400,000 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(8)           Mr. Carroll’s beneficial ownership includes: (i) 283 Class A Shares held in the 401(k) Plan; and (ii) 40,000 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(9)           Mr. Dodge’s beneficial ownership includes: (i) 36 Class A Shares; (ii) 428 Class A Shares held in the 401(k) Plan; and (iii) 31,000 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(10)         Mr. Schroeder’s beneficial ownership includes: (i) 3,020 Class A Shares held by a trust for which Mr. Schroeder is the trustee; and (ii) 25,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(11)         Mr. Ortolf’s beneficial ownership includes: (i) 15,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date; and (ii) 12,000 Class A Shares that are held by a partnership of which Mr. Ortolf is a partner and that are held as collateral for a margin account.

(12)         Mr. Federico’s beneficial ownership includes: (i) 146 Class A Shares; and (ii) 15,000 Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date.

(13)         Mr. Rayner’s beneficial ownership includes 528 Class A Shares held in the 401(k) Plan.

(14)         Includes: (i) 157,019 Class A Shares; (ii) 9,250 Class A Shares held in the 401(k) Plan; (iii) 2,221,200 Class A Shares subject to employee and nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the Record Date; (iv) 12,000 Class A Shares held in a partnership; (v) 41,040,391 Class A Shares issuable upon conversion of Class B Shares; (vi) 10,734 Class A Shares held in the name of, or in trust for, children and other family members; (vii) 5,400 Class A Shares held by a charitable foundation; (viii) 47 Class A Shares held by a spouse; and (ix) 3,020 held in trust.

(15)         Held by certain trusts established by Mr. Ergen for the benefit of Mr. Ergen’s family of which Mr. Gouger is trustee.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes in ownership of our equity securities.  One of our officers, Mr. David J. Rayner and one of our directors, Mr. C. Michael Schroeder failed to file on a timely basis a Form 3 and a Form 4, respectively, with the SEC in 2012.  In making these statements, we have relied upon examination of copies of Forms 3, 4 and 5 provided to us and the written representations of our directors and officers.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) addresses our compensation objectives and policies for our NEOs, the elements of NEO compensation and the application of those objectives and policies to each element of fiscal year 2012 compensation for our NEOs.  To the extent applicable, the CD&A also contains information regarding performance targets and goals for our executive compensation program.  These targets and goals were disclosed to provide information on how executive compensation was determined in 2012 but are not intended to be estimates of future results or other forward-looking guidance.  We caution investors against using these targets and goals outside of the context of their use in our executive compensation program as described herein.

Our NEOs in 2012 included Mr. Kenneth G. Carroll; Mr. Michael T. Dugan; Mr. Mark W. Jackson; Mr. Pradman P. Kaul; Mr. Dean A. Manson; and Mr. David J. Rayner.  Mr. Rayner has served as our Chief Financial Officer since December 3, 2012.  Mr. Carroll served as our Chief Financial Officer from November 2011 until December 3, 2012, when Mr. Carroll was elected to serve as Executive Vice President of Business and Corporate Development.  All of our NEOs were employed and solely compensated by EchoStar during 2012.  Mr. Kaul and Mr. Manson were employed and compensated by Hughes Communications prior to our acquisition of all of the outstanding equity of Hughes Communications (the “Hughes Acquisition”) on June 8, 2011, and were employed and compensated by us thereafter.  Mr. Kaul’s and Mr. Manson’s compensation was set by Hughes Communications prior to the Hughes Acquisition, and in connection with the Hughes Acquisition, EchoStar agreed to generally maintain cash compensation and benefits for Hughes employees that were no less favorable than such compensation and benefits existing at the time of the Hughes Acquisition for a one-year period following the Hughes Acquisition.  For a discussion of Hughes’ prior compensation policies, please see the periodic reports filed by Hughes Communications with the SEC, including Hughes Communications’ proxy statement on Schedule 14A for the year ended December 31, 2010.  None of our NEOs received direct compensation from both us and DISH Network during 2012 and the compensation paid by one company in 2012 had no impact on the compensation decisions of the other company in 2012.  With the exception of Mr. Kaul and Mr. Manson, who entered into agreements regarding their employment with Hughes prior to the Hughes Acquisition, none of our NEOs have entered into an employment agreement with us.

Overall Executive Compensation Program Objectives and Policies

Compensation Philosophy

Our executive compensation program was guided by the following key principles in 2012:

·                  attraction, retention and motivation of executive officers over the long-term;

·                  recognition of individual performance;

·                  recognition of the achievement of company-wide performance goals, if any; and

·                  creation of shareholder value by aligning the interests of management and shareholders through equity incentives.

General Compensation Levels

The total direct compensation opportunities, both base salaries and long-term incentives, offered to our NEOs have been designed to ensure that they are competitive with market practice, support our executive recruitment and retention objectives, reward individual and company-wide performance and contribute to our long-term success by aligning the interests of our executive officers and shareholders.

Mr. Ergen recommended to the Board of Directors, but the Board of Directors ultimately approved, the base compensation of the NEOs other than Mr. Kaul and Mr. Manson.  The Compensation Committee makes and approves grants of options and other equity-based compensation to the NEOs.

In determining the actual amount of each NEO’s overall compensation, the Board of Directors reviews the information described in “Compilation of Certain Peer Group Data” below, its subjective performance evaluation of

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the individual’s performance (after reviewing Mr. Ergen’s recommendations with respect to the NEOs), the individual’s success in achieving individual and company-wide goals, whether the performance goals of any short-term or long-term incentive plans were met and the payouts that would become payable upon achievement of those performance goals, equity awards previously granted to the individual, and equity awards that would normally be granted upon a promotion in accordance with our policies for promotions.  The Board has also considered the extent to which individual efforts of each of the NEOs resulted in tangible increases in corporate, division or department success when setting base cash salaries and any short-term incentive compensation.

This approach to general compensation levels is not formulaic and the weight given to any particular factor in determining a particular NEO’s compensation depends on the subjective consideration of all factors described above in the aggregate.

With respect to incentive compensation, we attempt to ensure that each NEO has equity awards at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of the NEOs has appropriate incentives tied to the performance of our Class A Shares.  Therefore, we may grant more options to one particular NEO in a given year if a substantial portion of the NEO’s equity incentives are vested and the underlying stock is capable of being sold.  In addition, if an NEO recently received a substantial amount of equity incentives, we may not grant any equity incentives to that particular NEO.

Compilation of Certain Peer Group Data

In connection with the approval process for our 2012 executive officer compensation, the Board of Directors and Compensation Committee had management prepare a compilation of the compensation components for the NEOs of companies selected by the Compensation Committee, as disclosed in their respective publicly-filed proxy statements (the “Peer Group Data”).  The surveyed companies included: Pace plc., Intelsat S.A., Loral Space & Communications, Inc., Telesat Canada, Eutelsat Communications, SES S.A., Motorola Inc. and Cisco Systems, Inc.  The Peer Group Data, along with other information obtained by Compensation Committee and Board members from media reports or other generally available sources related to executive compensation, and from corporate director events attended by Compensation Committee and Board members, is used solely as a subjective frame of reference, rather than for benchmarking compensation for the NEOs.  The Compensation Committee and Board of Directors do not utilize a formulaic or standard, formalized benchmarking level or element in tying or otherwise setting our executive compensation to that of other companies.  Generally, our overall executive compensation lags behind competitors in the area of base pay, severance packages, and short-term incentives and may be competitive over time in equity compensation.  If our stock performance substantially outperforms similar companies, our executive compensation could exceed other companies.  Barring significant increases in the stock price, however, our compensation levels generally lag our peers’.

Deductibility of Compensation

Section 162(m) of the U.S. Internal Revenue Code (the “Code”) places a limit on the tax deductibility of compensation in excess of $1 million paid to certain “covered employees” of a publicly held corporation (generally, the corporation’s chief executive officer and its next three most highly compensated executive officers (other than the chief financial officer) in the year that the compensation is paid).  This limitation applies only to compensation that is not considered performance-based under the Section 162(m) rules.  We conduct an ongoing review of our compensation practices for purposes of obtaining the maximum continued deductibility of compensation paid consistent with our existing commitments and ongoing competitive needs.  However, nondeductible compensation in excess of this limitation may be paid.

Use of Compensation Consultants

No compensation consultants were retained by the Corporation, the Board or the Compensation Committee to either evaluate or recommend the setting of executive compensation during the past fiscal year.

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Implementation of Executive Compensation Program Objectives and Policies

Elements of Executive Compensation

The primary components of our executive compensation program have included:

·                  base cash salary;

·                  equity incentive compensation in the form of stock options and restricted stock units offered under EchoStar’s stock incentive plan;

·                  401(k) plan; and

·                  other compensation, including perquisites and personal benefits and post-termination compensation.

Our executive compensation program may also include short-term incentive compensation, including conditional and/or performance-based cash incentive compensation and discretionary bonuses.  These elements combine to promote the objectives and policies described above.  Base salary, 401(k) benefits and other benefits and perquisites provided generally to employees provide a minimum level of compensation for our NEOs.  While short-term incentives reward individual performance and achievement of annual goals important to the Corporation, during 2012, we elected not to implement a short-term incentive program.  However, during 2012 certain officers of Hughes Communications, including Mr. Kaul and Mr. Manson, received short-term incentive payments pursuant to an annual incentive plan that is in place at Hughes Communications and existed prior to the Hughes Acquisition.  Long-term equity-incentive compensation aligns NEO compensation directly with the creation of long-term shareholder value and promotes retention.

We have not required that a certain percentage of an executive’s compensation be provided in one form versus another.  However, the goal of the Compensation Committee and the Board of Directors is to award compensation that is reasonable in relation to our compensation program and objectives when all elements of potential compensation are considered.  Each element of our historical executive compensation and the rationale for each element are described below.

Base Cash Salary

We have traditionally included salary in our executive compensation package under the belief that it is appropriate that some portion of the compensation paid to our executives be provided in a form that is fixed and liquid occurring over regular intervals.  Generally, for the reasons discussed in “Long-Term Equity Incentive Compensation,” we have weighted overall compensation towards equity components as opposed to base salaries.  The Compensation Committee and Board of Directors have traditionally been free to set base salary at any level deemed appropriate and typically review base salaries once annually.  Any increases or decreases in base salary on a year-over-year basis have usually been dependent on a combination of the following factors:

·                  the Compensation Committee’s and Board of Directors’ respective assessment of EchoStar’s overall financial and business performance;

·                  the performance of the NEO’s business unit, if applicable;

·                  the NEO’s individual contributions to EchoStar; and

·                  the rate of standard annual merit increase for employees who are performing at a satisfactory level.

Annual base salaries paid to our executive officers have historically been at levels below those generally paid to executive officers with comparable experience and responsibilities in companies of similar size or industry.  In addition, we believe the compensation paid to Mr. Dugan has generally been at a level that is below amounts paid to chief executive officers at other companies of similar size in comparable industries.  Mr. Ergen recommends to the Board of Directors, but the Board of Directors ultimately approves, any changes in the base salary of our NEOs.

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Equity Incentive Compensation

We have operated under the belief that our executive officers will be better able to contribute to our long-term success and help build incremental shareholder value if they have a stake in our future success and value.  We believe this stake focuses the executive officers’ attention on managing as owners with equity positions and aligns their interests with the long-term interests of our shareholders.  Equity awards therefore have generally represented an important and significant component of our compensation program for executive officers.  We have attempted to create general incentives with standard stock option grants and conditional incentives through conditional awards that may include payouts in cash or equity.  In addition, we seek to ensure that each NEO has equity awards at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of the NEOs has appropriate incentives tied to the performance of our Class A Shares.  Therefore, we may grant more options to one particular NEO in a given year if a substantial portion of the NEO’s equity incentives are vested and the underlying stock is capable of being sold.  In addition, if an NEO recently received a substantial amount of equity incentives, we may not grant any equity incentives to that particular NEO.

In granting equity incentive compensation, the Compensation Committee also takes into account whether an NEO has been promoted in determining whether to grant equity awards to that individual.  Finally, from time to time, the Compensation Committee may grant one-time equity awards based on a number of subjective criteria, including an NEO’s position and role in our success and whether an NEO made any exceptional contributions to our success.

To aid in our retention of employees, options granted under our stock incentive plans generally vest at the rate of 20% per year and have exercise prices not less than the fair market value of our Class A Shares on the date of grant or the last trading day prior to the date of grant (if the date of grant is not a trading day).  Our standard form of option agreement given to executive officers has included acceleration of vesting upon a change in control for those executive officers that are terminated by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.

Stock Incentive Plan.  We have adopted an employee stock incentive plan, which we refer to as the 2008 Stock Incentive Plan. The purpose of the 2008 Stock Incentive Plan is to provide incentives to attract and retain executive officers and other key employees.  Awards available to be granted under the 2008 Stock Incentive Plan include: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards.

Class B Chairman Stock Option Plan.  We have adopted a Class B Chairman stock option plan, which we refer to as the 2008 Class B Chairman Stock Option Plan. The purpose of the 2008 Class B Chairman Stock Option Plan is to promote the interests of the Corporation by aiding in the retention of Mr. Ergen, who our Board of Directors believes is crucial to assuring our future success, to offer Mr. Ergen incentives to put forth maximum efforts for our future success and to afford Mr. Ergen an opportunity to acquire additional proprietary interests in the Corporation.  Mr. Ergen abstained from our Board of Directors’ vote on this matter.  Awards available to be granted under the 2008 Class B Chairman Stock Option Plan include nonqualified stock options and dividend equivalent rights with respect to our Class B Shares.  Up to 4 million shares of our Class B Shares are available for awards under the 2008 Class B Chairman Stock Option Plan.  Only Mr. Ergen is eligible to participate in the 2008 Class B Chairman Stock Option Plan.  No awards have been granted under the 2008 Class B Chairman Stock Option Plan.

Nonemployee Director Stock Option Plan.  We have adopted a non-employee director stock option plan, which we refer to as the 2008 Director Plan.  The purpose of the 2008 Director Plan is to advance our interests through the motivation, attraction and retention of highly-qualified non-employee directors.  The 2008 Director Plan grants our new non-employee directors, upon their initial election or appointment to our Board, an option to acquire a number of shares of our Class A Shares determined by the Compensation Committee.  We may also grant, in our discretion, non-employee directors further options to acquire our shares of Class A Shares.  As of December 31, 2012, 123,000 shares of our Class A Shares were available for issuance under the 2008 Director Plan.

Employee Stock Purchase Plan.  We have adopted an employee stock purchase plan, which we refer to as our ESPP.  The purpose of the ESPP is to provide our eligible employees with an opportunity to acquire a proprietary interest in us by the purchase of our Class A Shares.  All full-time employees who are employed by EchoStar for at least one calendar quarter are eligible to participate in the ESPP.  Employee stock purchases are made through payroll

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deductions.  Under the terms of the ESPP, employees are not permitted to deduct an amount that would permit such employee to purchase our capital stock under our ESPP in an amount that exceeds $25,000 in fair market value of capital stock in any one year.  The ESPP is intended to qualify under Section 423 of the Code and thereby provide participating employees with an opportunity to receive certain favorable income tax consequences as to stock purchase rights under the ESPP.

Practices Regarding Grant of Equity Incentives.  We have generally granted equity awards as of the last day of each calendar quarter and have set exercise prices at not less than the fair market value of our Class A Shares on the date of grant or the last trading day prior to the date of grant (if the grant date is not a trading day).  Effective April 1, 2013, we plan to generally grant equity awards on the first day of each calendar quarter following the quarter in which the award was approved.

Short-Term Incentive Compensation

During 2012, the Board of Directors and the Compensation Committee elected not to implement a short-term incentive program.  However, during 2012 certain officers of Hughes Communications, including Mr. Kaul and Mr. Manson, received short-term incentive payments pursuant to an annual incentive plan established by Hughes Communications prior to the Hughes Acquisition.  If our Compensation Committee chooses to establish a short-term incentive plan or a cash incentive plan, it will make a determination as to both the performance goals and the payouts that will be made upon achievement of those performance goals.  In the future, the Board and Compensation Committee may elect to award short-term incentive compensation that reflects appropriate performance goals for our business.

401(k) Plan

2012 401(k) Plan.  During 2012, we had a defined-contribution tax-qualified 401(k) plan for our employees (excluding Hughes employees), including our NEOs (other than Mr. Kaul and Mr. Manson), to encourage our employees to save some percentage of their cash compensation for their eventual retirement.  Our executives participated in the 401(k) plan on the same terms as our other employees.  Under the plan, employees became eligible for participation in the 401(k) plan upon completing ninety days of service with the Corporation and reaching age 19.  Participants in the 401(k) plan were able to contribute up to 50% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Code.  We could make a 50% matching employer contribution up to a maximum of $1,500 per participant per calendar year.  In addition, we could make an annual discretionary profit sharing contribution to the 401(k) plan with the approval of the Compensation Committee and the Board of Directors.  For 2012, the profit sharing contribution was 4% up to a maximum of $4,000 per participant.  Participants in the 401(k) plan are immediately vested in their voluntary contributions and earnings on voluntary contributions.  Our employer contributions to 401(k) plan participants’ accounts generally vest 20% per year commencing one year from the participants’ first day of employment.  After five years of employment, participants are fully vested in all past and subsequent 401(k) plan contributions by the Company.

New 401(k) Plan.  Beginning in January 2013, we adopted a new defined-contribution tax-qualified 401(k) plan for all EchoStar employees (including Hughes employees), including our executives, to encourage our employees to save some percentage of their cash compensation for their eventual retirement.  Our executives participate in the 401(k) plan on the same terms as our other employees.  Under the plan, new employees become eligible for participation in the 401(k) plan the first of the month following, or coinciding with, their hire date.  Participants in the 401(k) plan are able to contribute up to 50% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Code.  However, highly compensated employees (those earning greater than $115,000 per year) are only eligible to contribute up to 16% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Code.  We also make a matching employer contribution of 50% of the participant’s contributions of up to 6% of such participant’s eligible compensation, up to a maximum of $7,500 per participant per calendar year.  In addition, we may make an annual discretionary profit sharing contribution to the 401(k) plan with the approval of the Compensation Committee and the Board of Directors. Participants in the 401(k) plan are immediately vested in their voluntary contributions and earnings on voluntary contributions.  Our employer contributions to 401(k) plan participants’ accounts generally vest 20% per year commencing one year from the participants’ first day of employment, but, for certain legacy Hughes employees, vest 100% on the third anniversary of the participants’ first day of employment.  After five years of employment

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(three years for certain legacy Hughes employees), participants are fully vested in all past and subsequent 401(k) plan contributions by the Company.

Excess Benefit Plan.  Beginning in January 2013, we adopted a non-qualified Excess Benefit Plan for the benefit of a select group of officers and highly compensated employees of the Corporation whose benefits under our 401(k) plan are limited by the Code.  Excess Benefit Plan participants, including our NEOs, may elect to contribute up to 16% of their eligible compensation into the plan on a pre-tax basis each payroll period.  We do not match any employee contributions in the Excess Benefit Plan.  Participants are always 100% vested in the contributions they make into the plan.  During 2012, certain officers of Hughes, including Mr. Kaul and Mr. Manson, participated in the Hughes Excess Benefit Plan which provided similar benefits and was in place prior to the Hughes Acquisition.

Perquisites and Personal Benefits, Post-Termination Compensation and Other Compensation

We have traditionally offered certain plans and other benefits to our executive officers on the same terms as other employees.  These plans and benefits have included medical, vision, and dental insurance, life insurance, and the employee stock purchase plan as well as discounts on our products and services.  Relocation benefits may also be reimbursed, but are individually negotiated when they occur.  We have also permitted certain NEOs and their family members and guests to use our corporate aircraft for personal use.  We have also paid annual tax preparation costs for certain NEOs.

We have not traditionally had any plans in place to provide severance benefits to employees.  However, certain stock options and restricted stock units have been granted to our executive officers subject to acceleration of vesting upon a change in control for those executive officers who are terminated by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.  In addition, certain officers of Hughes, including Mr. Kaul and Mr. Manson, have severance benefits that were approved by Hughes Communications prior to the Hughes Acquisition.

Shareholder Advisory Vote on Executive Compensation

We provided our shareholders with the opportunity to cast an advisory vote on executive compensation at the annual meeting of shareholders held in May 2011.  Over 99% of the voting power represented at the meeting and entitled to vote on that matter voted to approve, on an advisory basis, the compensation paid to the our named executive officers, as described in the proxy statement for that meeting.  The Compensation Committee reviewed these voting results.  Since the voting results affirmed shareholders’ support of our approach to executive compensation, we did not change our approach in 2012 as a direct result of the vote.  We intend to continue to seek a shareholder advisory vote on executive compensation once every three years.

2012 Executive Compensation

We generally make decisions with respect to executive compensation for a particular compensation year in the first or second quarter of the applicable compensation year.  With respect to the executive compensation of each NEO for 2012 (except Mr. Kaul and Mr. Manson, whose compensation was determined by Hughes Communications prior to the Hughes Acquisition), the Compensation Committee (along with Mr. Ergen, for each of the NEOs other than Mr. Kaul and Mr. Manson) reviewed total compensation of each NEO and the value of (a) historic and current components of each NEO’s compensation, including the base salary and bonus paid to the NEO in the prior year, and (b) stock options and restricted stock units held by each NEO in EchoStar’s incentive plans.  The Compensation Committee (along with Mr. Ergen, for each of the NEOs other than Mr. Kaul and Mr. Manson) also reviewed the Peer Group Data prepared for 2012 and other information described in “Compilation of Certain Proxy Data” above.  As described in “General Compensation Levels” above, we aim to provide base salaries and long-term incentives that are competitive with market practice with an emphasis on providing a substantial portion of overall compensation in the form of equity incentives.  In addition, the Compensation Committee has discretion to award performance based compensation that is based on performance goals different from those previously set or that is higher or lower than the anticipated compensation under our incentive plans if particular performance goals were met.  The Compensation Committee did not exercise this discretion in 2012.

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Compensation of Our Chief Executive Officer and President

2012 Base Salary.  Mr. Dugan’s base salary was agreed to between EchoStar and Mr. Dugan in November 2009 in connection with the commencement of Mr. Dugan’s employment as Chief Executive Officer and President of EchoStar.  In determining Mr. Dugan’s 2012 base salary, Mr. Ergen subjectively determined that Mr. Dugan’s existing base compensation was already within the range of market compensation for companies of similar industry and size in light of our practices with respect to base salaries and that therefore an increase over Mr. Dugan’s 2011 base salary was not necessary.

2012 Cash Bonus.  No bonus was paid to Mr. Dugan in 2012.

2012 Equity Incentives.  With respect to equity incentives, we attempt to ensure that our Chief Executive Officer and President has equity awards at any given time that are significant in relation to his annual cash compensation to ensure that he has appropriate incentives tied to the performance of our Class A Shares.  As a result, during 2012, the Compensation Committee awarded Mr. Dugan an additional option to purchase 250,000 Class A Shares.

Compensation of Other Named Executive Officers

2012 Base Salary.  Base salaries for each of the other NEOs are determined annually by the Board of Directors primarily based on Mr. Ergen’s recommendations.  The Board of Directors places substantial weight on Mr. Ergen’s recommendations in light of his role as Chairman and as our controlling shareholder.  Mr. Ergen made recommendations to the Board of Directors with respect to the 2012 base salary of each of the other NEOs, other than Mr. Kaul and Mr. Manson, after considering: (a) the NEO’s base salary in 2011, (b) the range of the percentage increases in base salary for NEOs of the companies contained in the Peer Group Data, (c) whether the NEO’s base salary was appropriate in light of our goals, including retention of the NEO, (d) the expected compensation to be paid to other NEOs in 2012 in relation to a particular NEO in 2012, (e) whether the NEO was promoted or newly hired in 2012, and (f) whether in Mr. Ergen’s subjective determination, the NEO’s performance in 2011 warranted an increase in the NEO’s base salary in 2012.  Placing primary weight on (a) the NEO’s base salary in 2011 and (b) whether, in Mr. Ergen’s subjective view, an increase in 2012 base salary was warranted based on performance or necessary to retain the NEO, Mr. Ergen recommended the base salary amounts indicated in “Executive Compensation and Other Information - Summary Compensation Table” below.  The basis for Mr. Ergen’s recommendation with respect to each of the other NEOs is discussed below.  The Board of Directors accepted each of Mr. Ergen’s recommendations on base salaries for each of the other NEOs discussed below.

Mr. Carroll.  In determining Mr. Carroll’s 2012 base salary, Mr. Ergen subjectively determined that Mr. Carroll’s existing base compensation was already within the range of market compensation indicated in the Peer Group Data in light of EchoStar’s practices with respect to base salaries and that therefore an increase over Mr. Carroll’s 2011 base salary was not necessary.

Mr. Jackson.  In determining Mr. Jackson’s 2012 base salary, Mr. Ergen subjectively determined that Mr. Jackson’s existing base compensation was already within the range of market compensation indicated in the Peer Group Data in light of EchoStar’s practices with respect to base salaries and that therefore an increase over Mr. Jackson’s 2011 base salary was not necessary.

Mr. Kaul.  Mr. Kaul’s compensation was set by Hughes Communications prior to the Hughes Acquisition.  In connection with the Hughes Acquisition, EchoStar agreed to generally maintain cash compensation and benefits for Hughes employees that were no less favorable than such compensation and benefits existing at the time of the Hughes Acquisition for a one-year period following the closing of the Hughes Acquisition.

Mr. Manson.  Mr. Manson’s compensation was set by Hughes Communications prior to the Hughes Acquisition.  In connection with the Hughes Acquisition, EchoStar agreed to generally maintain cash compensation and benefits for Hughes employees that were no less favorable than such compensation and benefits existing at the time of the Hughes Acquisition for a one-year period following the closing of the Hughes Acquisition.  Accordingly, Mr. Ergen recommended, and the Board of Directors agreed, that Mr. Manson should maintain his 2011 compensation approved by Hughes Communications prior to the Hughes Acquisition.

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Mr. Rayner.   Mr. Rayner’s salary was approved by the Board of Directors in connection with the commencement of Mr. Rayner’s employment as Executive Vice President and Chief Financial Officer, effective as of December 3, 2012.

2012 Cash Bonus.  Mr. Ergen generally recommends that an NEO receive a discretionary cash bonus only to the extent that Mr. Ergen considered a particular individual’s performance to have made an extraordinary contribution towards the achievement of EchoStar’s goals.  In 2012, Mr. Carroll received a discretionary cash bonus for taking the role of Chief Financial Officer of the Corporation, while continuing the duties of his prior role as Executive Vice President, Business Development.  In addition, Mr. Kaul and Mr. Manson each received a cash bonus in accordance with compensation arrangements approved by Hughes Communications prior to the Hughes Acquisition.  No other cash bonuses were awarded to any NEOs.

2012 Equity Incentives.  With respect to equity incentives, we primarily evaluate the position of each NEO to ensure that each individual has equity awards at any given time that are significant in relation to the NEO’s annual cash compensation to ensure that the NEO has appropriate incentives tied to the performance of our Class A Shares.  This determination is made by the Compensation Committee primarily on the basis of Mr. Ergen’s recommendation.  As discussed above, in granting awards to the other NEOs for 2012, Mr. Ergen based his recommendation on, and the Compensation Committee took into account, among other things, what was necessary to retain our executive officers.  During 2012, the Compensation Committee awarded Mr. Dugan an option to purchase 250,000 Class A Shares to ensure that he had appropriate incentives tied to the performance of our Class A Shares.  In addition, in connection with the commencement of his appointment as Executive Vice President and Chief Financial Officer, Mr. Rayner was awarded 33,333 restricted stock units and an option to purchase 100,000 Class A Shares.  No other NEOs received equity awards in 2012.

Compensation Committee Report

The Compensation Committee is appointed by the Board of Directors to discharge certain of the Board’s responsibilities relating to compensation of EchoStar’s executive officers.

The Compensation Committee, to the extent the Board deems necessary or appropriate, will:

·                  Make and approve all option grants and other issuances of EchoStar’s equity securities to EchoStar’s executive officers and Board members other than nonemployee directors;

·                  Approve all other option grants and issuances of EchoStar’s equity securities, and recommend that the full Board make and approve such grants and issuances;

·                  Establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard Stock Incentive Plan options that may be paid to EchoStar’s executive officers, and certify achievement of such goals prior to payment; and

·                  Set the compensation of the Chairman.

Based on the review of the Compensation Discussion and Analysis and discussions with management, we recommended to management that the Compensation Discussion and Analysis be included in the Corporation’s proxy statement.  The Compensation Committee notes that the information with respect to DISH Network is based solely on information supplied by DISH Network to EchoStar.

Respectfully submitted,

The Compensation Committee

Tom A. Ortolf (Chairman)

C. Michael Schroeder

Anthony M. Federico

The report of the Compensation Committee and the information contained therein shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in any filing we make under the Securities Act of 1933

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(the “Securities Act”) or under the Exchange Act, irrespective of any general statement incorporating by reference this Proxy Statement into any such filing, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate this information by reference into a document we file under the Securities Act or the Exchange Act.

Executive Compensation Tables

Explanatory Note to Executive Compensation Tables: Spin-Off from DISH Network

In connection with our Spin-off from DISH Network, which was effective on January 1, 2008, all outstanding DISH Network stock options and restricted stock units (collectively, “Stock-Based Awards”) held by DISH Network employees, including executive officers, were adjusted as follows:

Options.  Each DISH Network stock option was converted into two options:

·                  an adjusted DISH Network stock option for the same number of shares as were exercisable under the original DISH Network stock option with an exercise price equal to the exercise price of the original DISH Network stock option multiplied by 0.831219.

·                  a new EchoStar stock option for one-fifth of the number of shares as were exercisable under the original DISH Network stock option with an exercise price equal to the exercise price of the original DISH Network stock option multiplied by 0.843907.

Summary Compensation Table

Our executive officers are compensated by certain of our subsidiaries.  The following table sets forth the cash and noncash compensation paid to such executive officers as discussed above for the NEOs for the fiscal year ended December 31, 2012.

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(1)                    The amounts reported in the “Option Awards” column reflect the aggregate grant date fair values.  Assumptions used in the calculation of these amounts are included in Note 14 in the Notes to the Corporation’s audited financial statements for the fiscal year ended December 31, 2012, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 20, 2013.

(2)                    In both 2011 and 2012, the Hughes annual incentive plan had metrics which were 85% tied to the financial performance of Hughes, and 15% subjective.  The subjective portion is reported under “Bonus,” and the financial portion is reported under “Non-Equity Incentive Plan.”

(3)                    “All Other Compensation” for all of the NEOs includes amounts contributed pursuant to our 401(k) matching program, vacation carry over, relocation payments, our profit sharing program and personal use of corporate aircraft.  For Mr. Dugan, this includes unused vacation accruals of $21,635 and $40,382 for personal use of corporate aircraft.  For Mr. Carroll, this includes unused vacation accruals of $11,538.  Mr. Kaul’s and Mr. Manson’s other compensation includes programs put in place by Hughes prior to the Hughes Acquisition.  Mr. Kaul’s includes $22,711 for executive medical, $76,800 company match in the Non-Qualified Deferred Compensation Program, $15,000 match in the Company’s 401(k) Plan, $13,820 for Financial Planning and $15,120 for car allowance.  Mr. Manson’s other compensation includes $13,830 company match in the Non-Qualified Deferred Compensation Program, $15,000 match in the Company’s 401(k) Plan, and $12,940 for car allowance.

(4)                    Mr. Carroll served as our Chief Financial Officer from November 2011 until December 3, 2012, when Mr. Carroll was elected to serve as Executive Vice President of Business and Corporate Development.

(5)                    Mr. Kaul became an employee of the Corporation, effective June 8, 2011 in connection with the Hughes Acquisition.  Mr. Kaul has served as a member of our board of directors since August 2011.  The compensation information for 2011 included above reflects only that portion of Mr. Kaul’s compensation attributable on a pro rata basis to the time period between June 8, 2011 and December 31, 2011.  He continues to participate in compensation programs approved by Hughes Communications, which existed prior to the Hughes Acquisition.

(6)                    Mr. Manson became an employee of EchoStar effective June 8, 2011 in connection with the Hughes Acquisition.  Mr. Manson has served as our Executive Vice President, General Counsel and Secretary since November 2011.  He continues to participate in compensation programs approved by Hughes Communications, which were put in place prior to the Hughes Acquisition.  Mr. Manson was not an NEO in 2011 or 2010.

(7)                    Mr. Rayner has served as our Executive Vice President and Chief Financial Officer since December 2012.  Mr. Rayner also served as our Executive Vice President and Chief Financial Officer from June 2010 to November 2011.

Grant of Plan-Based Awards

The following table provides information on EchoStar equity awards granted in 2012 for the NEOs.

(1)                        The 33,333 shares granted on December 31, 2012 and reported in the “All Other Stock Awards” column represent restricted stock units awarded to Mr. Rayner upon his appointment as Executive Vice President and Chief Financial Officer.

The 191 shares granted on April 1, 2012 and reported in the “All Other Stock Awards” column represent shares awarded to the eligible NEOs during 2012 pursuant to our profit sharing program.  The cash value of these shares is also reported in the Summary Compensation Table, under “All Other Compensation.”

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(2)                        The amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column reflect the aggregate grant date fair values.  Assumptions used in the calculation of these amounts are included in Note 14 in the Notes to the Corporation’s audited financial statements for the fiscal year ended December 31, 2012, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on February 20, 2013.

Outstanding Equity Awards at Fiscal Year-End

Except as indicated elsewhere, all awards reflected in this table were made in shares of EchoStar common stock and were granted under the terms of EchoStar’s 2008 Stock Incentive Plan.  As discussed above, in connection with the Spin-off of EchoStar, effective January 1, 2008, all DISH Network equity awards were adjusted to reflect the change in the price of DISH Network common stock that occurred as a result of the Spin-off, and an additional award was granted that related to EchoStar’s common stock.