March 23, 2012

DEAR SHAREHOLDER:

It is a pleasure for me to extend to you an invitation to attend the 2012 Annual Meeting of Shareholders of EchoStar Corporation.  The Annual Meeting will be held on May 3, 2012, at 1:00 p.m., local time, at EchoStar’s headquarters at 100 Inverness Terrace East, Englewood, Colorado 80112.

The enclosed Notice of 2012 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

NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF ECHOSTAR CORPORATION:

The Annual Meeting of Shareholders of EchoStar Corporation will be held on May 3, 2012, 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, 2012; 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, 2012 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the 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 23, 2012.

By Order of the Board of Directors

March 23, 2012

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

PROXY STATEMENT

OF

ECHOSTAR CORPORATION

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of EchoStar Corporation (“EchoStar,” “we,” “us,” “our” or the “Corporation”).  The Annual Meeting will be held on May 3, 2012, at 1:00 p.m., local time, at 100 Inverness Terrace East, Englewood, Colorado 80112.

This Proxy Statement is being sent or provided on or about March 23, 2012, to holders of record at the close of business on March 7, 2012 of our Class A Common Stock (the “Class A Shares”) and Class B Common Stock (the “Class B Shares”).

Your proxy is being solicited by our Board of Directors (the “Board” or “Board of Directors”).  It may be revoked by written notice given to our Secretary at our headquarters, at 100 Inverness Terrace East, Englewood, Colorado 80112, at any time before being voted at the Annual Meeting.  You may also revoke your proxy by submitting a proxy with a later date or by voting in person at the Annual Meeting.  To vote online or by telephone, please refer to the instructions included with the proxy card.  To vote by mail, please complete the accompanying proxy card and return it to us as instructed in the proxy card.  Votes submitted online or by telephone or mail must be received by 11:59 p.m., Eastern Time, on May 2, 2012.  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 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.  The Board is currently not aware of any matters proposed to be presented at the Annual Meeting other than the election of seven directors and the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.  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 presence at the Annual Meeting does not by itself revoke your proxy.

Attendance at the Meeting

All of our shareholders of record at the close of business on March 7, 2012, 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 confirming his or her identity as a shareholder of record, such as a driver’s license or passport.  Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

If your shares are held by a broker, bank, or other nominee (often referred to as holding in “street name”) and you desire to attend the Annual Meeting, you will need to bring a legal proxy or a copy of a brokerage or bank statement reflecting your share ownership as of the record date, March 7, 2012.  All shareholders must check in at the registration desk at the Annual Meeting.

Securities Entitled to Vote

Only shareholders of record at the close of business on March 7, 2012 are entitled to notice of the Annual Meeting.  Such shareholders may vote shares held by them at the close of business on March 7, 2012 at the Annual Meeting.  At the close of business on March 7, 2012, 38,996,125 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.

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Quorum

In accordance with our Articles of Incorporation (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

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.

The affirmative vote of a majority of the voting power represented at the Annual Meeting is required to approve the ratification of 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 affirmative votes have been cast to approve the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

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.

Through his direct or indirect ownership of Class A Shares and Class B Shares, Charles W. Ergen possesses approximately 75.6% 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, 2012.  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, 2012 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.”  Under this procedure, service providers that deliver our communications to shareholders may deliver a single copy of our Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials to multiple shareholders sharing the same address, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies.  Shareholders who participate in householding will continue to receive separate proxy cards.  This householding procedure will reduce our printing costs and postage fees.

We will deliver promptly upon written or oral request a separate copy of our Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered.  Please notify Broadridge Financial Solutions, at 51 Mercedes Way, Edgewood, NY 11717 or (800) 542-1061 to receive a separate copy of our Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials.

If you are eligible for householding, but you and other shareholders with whom you share an address currently receive multiple copies of our annual reports, proxy statements and/or Notices 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 at the address provided above.

Our Mailing Address

Our mailing address is 100 Inverness Terrace East, Englewood, Colorado 80112.

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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.  The affirmative vote of a plurality of the total votes cast for directors is necessary to elect a director.  This means that the seven nominees who receive the most votes will be elected to the seven open directorships even if they get less than a majority of the votes cast.  Each nominee has consented to his nomination and has advised us that he intends to serve if elected.  If at the time of the 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.  David K. Moskowitz, a current member of the Board of Directors, is not standing for reelection to the Board at the Annual Meeting. The Board of Directors has determined to reduce the size of the Board from eight directors to seven directors effective immediately following the expiration of Mr. Moskowitz’s term as a director at the conclusion of the Annual Meeting.

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 serves as a member of our Board of Directors and 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 15 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 director 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.

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Charles W. Ergen.  Mr. Ergen serves as our executive Chairman and Chairman of the Board of Directors.  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 controlling shareholder in addition to his extensive experience in our industry.

Anthony M. Federico.  Mr. Federico serves as a member of our Board of Directors, 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 a member of our Board of Directors since August 2011, and currently serves as the President of Hughes Communications, Inc. (“Hughes Communications”), a wholly owned subsidiary of EchoStar. Previously, Mr. Kaul 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 serves as a member of our Board of Directors, 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 prior to the Spin-off and his investment and financial experience gained, in part, as President of CMC.

C. Michael Schroeder.  Mr. Schroeder serves as a member of our Board of Directors, 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 and 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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Charles W. Ergen, our Chairman, currently possesses approximately 75.6% 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.

The Board of Directors unanimously recommends a vote FOR the election of all of the nominees named herein (Item No. 1 on the enclosed proxy card).

Board of Directors and Committees and Selection Process

Our Board held eleven meetings in 2011 and also took action by unanimous written consent on four occasions during 2011.  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 2011.

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 50.6% of our total equity securities and possesses approximately 75.6% of the total voting power.  Mr. Ergen’s beneficial ownership of us excludes 8,734,250 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 18.3% of our total equity securities and possess approximately 16.9% 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.  The charters of our Compensation, Audit and Nominating Committees are available free of charge on our website at http://www.echostar.com.  The function and authority of these committees are described below:

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 five meetings and took action by unanimous written consent on four occasions during 2011.  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.  Joseph P. Clayton was also a member of the Compensation Committee during 2011 but resigned from the Board and its committees effective June 20, 2011.  Mr. Clayton resigned, among other reasons, to devote more time to his new responsibilities as President and Chief Executive Officer of, and a member of the board of directors of, DISH Network.  Mr. Federico replaced Mr. Clayton on the Compensation Committee following Mr. Clayton’s resignation.

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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 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 ten meetings and took action by unanimous written consent on three occasions during 2011.  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.  As discussed above, Mr. Clayton was also a member of the Audit Committee during 2011 but resigned effective June 20, 2011.  Mr. Federico replaced Mr. Clayton on the Audit Committee following Mr. Clayton’s resignation.  The Board has also determined that each member of our Audit Committee is financially literate and that Mr. Ortolf qualifies as an “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 three meetings and did not take action by written consent during 2011.  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.  As discussed above, Mr. Clayton was also a member of the Nominating Committee during 2011 but resigned effective June 20, 2011.  Mr. Federico replaced Mr. Clayton on the Nominating Committee following Mr. Clayton’s resignation.

The Nominating Committee will consider 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.  The Nominating Committee has not adopted a written policy with respect to the consideration of candidates proposed by security holders or with respect to nominating anyone to our Board other than nonemployee directors.  Director candidates, whether recommended by the Nominating Committee, other directors, senior management or shareholders are currently considered by the Nominating Committee and the Board, as applicable, in light of the entirety of their 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.

Board Criteria

In considering whether to recommend a prospective nominee for selection by the Board, including candidates recommended by shareholders, the Nominating Committee does not assign specific weights to 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.

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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, 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 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 full 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 Corporation 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 will report on the discussion to the full 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

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 2011 annual meeting. We expect that all of our nominees for election to the Board of Directors will attend our 2012 annual meeting.

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Equity Security Ownership

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 March 7, 2012 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, 2011 (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, 2012, there were 38,996,125 outstanding Class A Shares and 47,687,039 outstanding Class B Shares.

(2)           Mr. Ergen is deemed to own beneficially all of the EchoStar Class A Shares owned by his spouse, Cantey Ergen. Mr. Ergen’s beneficial ownership includes: (i) 58,578 EchoStar Class A Shares; (ii) 3,705 EchoStar Class A Shares held in the Corporation’s 401(k) Employee Savings Plan (which we refer to as the 401(k) Plan); (iii) 896,000 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table; (iv) 47 EchoStar Class A Shares held by Mr. Ergen’s spouse; (v) 201 EchoStar Class A Shares held in the 401(k) Plan held by Mrs. Ergen; (vi) 10,734 EchoStar 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) 38,952,789 EchoStar Class A Shares issuable upon conversion of Mr. Ergen’s EchoStar Class B Shares. Mr. Ergen’s beneficial ownership of EchoStar Class A Shares excludes: (A) 1,424,675 EchoStar Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Two-Year Grantor Retained Annuity Trust (“GRAT”) dated November 30, 2010, (B) 1,842,674 EchoStar Class A Shares issuable upon conversion of EchoStar Class B Shares currently held by the Ergen Three-Year GRAT dated November 30, 2010, (C) 2,048,952 EchoStar Class A Shares issuable upon conversion of EchoStar Class B Shares currently held by the Ergen Four-Year GRAT dated November 30, 2010, (D) 2,170,577 EchoStar Class A Shares issuable upon conversion of Class B Shares currently held by the

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Ergen Five-Year GRAT dated November 30, 2010, and (E) 1,247,372 EchoStar Class A Shares issuable upon conversion of EchoStar Class B Shares held by certain trusts established by Mr. Ergen for the benefit of his family.

(3)            Because each EchoStar Class B Share is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of the Corporation representing approximately 75.6% of the voting power of the Corporation (assuming no conversion of the EchoStar 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 date of this table).  Mr. Ergen’s beneficial ownership excludes 8,734,250 EchoStar Class A Shares issuable upon conversion of EchoStar Class B Shares currently held by certain trusts established by Mr. Ergen for the benefit of his family. These trusts beneficially own approximately 18.3% of our total equity securities and possess approximately 16.9% of our total voting power.

(4)            The address of Mr. William R. Gouger is 400 Inverness Parkway, Suite 250, Englewood, CO 80112.  Mr. Gouger’s beneficial ownership includes: (i) 28 EchoStar Class A Shares owned beneficially directly by Mr. Gouger; (ii) 1,450 EchoStar Class A Shares owned beneficially indirectly by Mr. Gouger in the 401(k) Plan; (iii) 1,247,372 EchoStar 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) 1,424,675 EchoStar Class B Shares owned beneficially by Mr. Gouger solely by virtue of his position as trustee of the Ergen Two-Year GRAT dated November 30, 2010; (v) 1,842,674 EchoStar 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; (vi) 2,048,952 EchoStar 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 (vii) 2,170,577 EchoStar 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.

(5)            The address of Putnam Investments, LLC (d/b/a Putnam Investments) is One Post Office Square, Boston, Massachusetts 02109.  Of the EchoStar Class A Shares beneficially owned, Putnam Investments has sole voting power as to 100,421 EchoStar Class A Shares beneficially owned by it and sole dispositive power as to 5,022,074 EchoStar Class A Shares beneficially owned by it.  The foregoing information is based solely upon a Schedule 13G filed by Putnam Investments with the SEC on February 14, 2012.

(6)            The address of MSD Capital L.P. (“MSD”) is 645 Fifth Avenue, 21st Floor, New York, New York 10022.  Of the EchoStar Class A Shares beneficially owned, MSD has shared voting power as to all 3,614,508 EchoStar Class A Shares.  MSD is the general partner of MSD Torchlight, L.P., the direct owner of the 3,614,508 EchoStar Class A Shares, and as such MSD may be deemed to beneficially own the securities owned by MSD Torchlight, L.P.  MSD Capital Management LLC is the general partner of MSD and as such may be deemed to beneficially own the securities owned by MSD.  Michael S. Dell is the controlling member of MSD Capital Management LLC and as such may be deemed to beneficially own the securities owned by MSD Capital Management LLC.  This information is based solely upon a Schedule 13G filed by MSD on February 14, 2012.

(7)            The address of Burgundy Asset Management Ltd. is 181 Bay Street, Suite 4510, Toronto, Ontario M5J 2T3.  Of the EchoStar Class A Shares beneficially owned, Burgundy Asset Management has sole voting power as to 1,300,121 EchoStar Class A Shares beneficially owned by it and sole dispositive power as to 1,955,981 EchoStar Class A Shares beneficially owned by it. This information is based solely upon a Schedule 13G filed by Burgundy Asset Management with the SEC on February 15, 2012.

(8)           Mr. Dugan’s beneficial ownership includes: (i) 116 EchoStar Class A Shares; (ii) 964 EchoStar Class A Shares held in the 401(k) Plan; and (iii) 603,600 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(9)            Mr. Jackson’s beneficial ownership includes: (i) 103 EchoStar Class A Shares; (ii) 2,949 EchoStar Class A Shares held in the 401(k) Plan; and (iii) 274,000 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(10)     Mr. Moskowitz’s beneficial ownership includes: (i) 25,448 EchoStar Class A Shares; (ii) 3,543 EchoStar Class A Shares held in the 401(k) Plan; (iii) 152,000 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table; (iv) 265 EchoStar Class A Shares held as custodian for his children; (v) 1,636 EchoStar Class A Shares held as trustee for Mr. Ergen’s children and (vi) 6,000 EchoStar Class A Shares held by a charitable foundation for which Mr. Moskowitz is a member of the board of directors.

(11)     Mr. Ortolf’s beneficial ownership includes: (i) 21,000 EchoStar Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table; (ii) 40 EchoStar Class A Shares held in the name of one of his children; and (iii) 12,200 EchoStar Class A Shares held by a partnership of which Mr. Ortolf is a partner.

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(12)     Mr. Dodge’s beneficial ownership includes: (i) 36 EchoStar Class A Shares; (ii) 428 EchoStar Class A Shares held in the 401(k) Plan; and (iii) 27,000 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(13)     Mr. Schroeder’s beneficial ownership includes: (i) 3,020 EchoStar Class A Shares; and (ii) 21,000 EchoStar Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(14)     Mr. Federico’s beneficial ownership includes: (i) 146 EchoStar Class A Shares; and (ii) 10,000 EchoStar Class A Shares subject to nonemployee director stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(15)     Mr. Carroll’s beneficial ownership includes: (i) 92 EchoStar Class A Shares held in the 401(k) Plan; and (ii) 10,000 EchoStar Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of the date of this table.

(16)     Mr. Johnson’s beneficial ownership includes 2,000 EchoStar Class A Shares.

(17)     Mr. Rayner’s beneficial ownership includes 528 EchoStar Class A Shares held in the 401(k) Plan.  Effective November 8, 2011, Mr. Rayner ceased to be an employee of EchoStar.

(18)     Includes: (i) 89,929 EchoStar Class A Shares; (ii) 16,029 EchoStar Class A Shares held in the 401(k) Plan; (iii) 2,146,199 EchoStar 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 date of this table; (iv) 12,200 EchoStar Class A Shares held in a partnership; (v) 38,952,789 EchoStar Class A Shares issuable upon conversion of EchoStar Class B Shares; (vi) 12,675 EchoStar Class A Shares held in the name of, or in trust for, children and other family members; (vii) 11,400 EchoStar Class A Shares held by a charitable foundation; and (viii) 248 EchoStar Class A Shares held by a spouse.

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

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.  We believe that during 2011, our directors, executive officers and holders of more than 10% of our common stock complied with all Section 16(a) filing requirements.  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.

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 2011 compensation for our NEOs.  Unless otherwise indicated, NEOs in this Proxy Statement refers to our NEOs who did not perform services for us pursuant to the Management Services Agreement between DISH Network and us in connection with the Spin-off of EchoStar from DISH Network.  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 2011 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 2011 included Mr. Kenneth G. Carroll; Mr. Michael T. Dugan; Mr. Charles W. Ergen; Mr. Mark W. Jackson; Mr. Anders N. Johnson; Mr. Pradman P. Kaul; and Mr. David J. Rayner.  Mr. Carroll, Mr. Dugan, Mr. Jackson, Mr. Johnson and Mr. Rayner were employed and solely compensated by EchoStar during 2011.  Mr. Rayner served as our Chief Financial Officer from June 2010 until November 8, 2011.  Effective November 8, 2011, Mr. Rayner ceased to be an employee of EchoStar.  Mr. Carroll has served as our Chief Financial Officer since November 2011.  Mr. Ergen was employed and compensated by both EchoStar and DISH Network in 2011.  Mr. Kaul was 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 was employed and compensated by us thereafter.  Mr. Kaul’s compensation was set by the compensation committee of Hughes Communications prior to the Hughes Acquisition, and in connection with the Hughes Acquisition, EchoStar agreed to generally maintain the existing cash compensation and benefits of Hughes employees 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

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Communications’ proxy statement on Schedule 14A for the year ended December 31, 2010.  Other than as described elsewhere with respect to Mr. Ergen, none of our NEOs received direct compensation from both us and DISH Network during 2011 and the compensation paid by one company in 2011 had no impact on the compensation decisions of the other company in 2011.  With the exception of Mr. Kaul, who entered into an employment agreement with Hughes prior to the Hughes Acquisition, none of our NEOs has entered into an employment agreement with us.

Overall Compensation Program Objectives and Policies

Compensation Philosophy

EchoStar’s executive compensation program was guided by the following key principles in 2011:

·                  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 EchoStar’s shareholders through equity incentives.

General Compensation Levels

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

The Compensation Committee of EchoStar, without Mr. Ergen present, determined Mr. Ergen’s compensation in 2011. Mr. Ergen recommended to the Board of Directors, but the Board of Directors ultimately approved, the base compensation of EchoStar’s NEOs other than Mr. Ergen and Mr. Kaul.  EchoStar’s Compensation Committee makes and approves grants of options and other equity-based compensation to EchoStar’s NEOs, and establishes in writing performance goals for any performance-based compensation that together with other compensation to any EchoStar NEO could exceed $1 million annually. The Compensation Committee also certifies achievement of those performance goals prior to payment of performance-based compensation.

In determining the actual amount of each NEO’s overall compensation, the Compensation Committee of EchoStar reviews the information described in “Compilation of Certain Proxy Data” below, its subjective performance evaluation of the individual’s performance (after reviewing Mr. Ergen’s recommendations with respect to the NEOs other than himself), 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 be normally granted upon a promotion in accordance with EchoStar’s policies for promotions.  EchoStar’s Compensation Committee and Board have also considered the extent to which individual efforts of each of EchoStar’s NEOs (other than Mr. Ergen) resulted in tangible increases in corporate, division or department success when setting base cash salaries and any short term incentive compensation.

Furthermore, the Compensation Committee of EchoStar also makes a subjective determination as to whether an increase should be made to Mr. Ergen’s compensation based on its evaluation of Mr. Ergen’s contribution to the success of EchoStar, whether the performance goals of any short-term or long-term incentive plans were met, the payouts that would become payable to Mr. Ergen upon achievement of those performance goals, the options and other stock awards currently held by Mr. Ergen and whether such awards are sufficient to retain Mr. Ergen.

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.

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With respect to incentive compensation, EchoStar attempts 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 EchoStar’s Class A Shares. Therefore, EchoStar 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, EchoStar may not grant any equity incentives to that particular NEO.

Compilation of Certain Proxy Data

In connection with the approval process for EchoStar’s executive officer compensation, EchoStar’s 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 “Proxy Data”). These 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 Proxy Data, along with other information obtained by Compensation Committee members from media reports, such as newspaper or magazine articles or other generally available sources related to executive compensation, and from corporate director events attended by Compensation Committee members, is used solely as a subjective frame of reference, rather than for benchmarking compensation for EchoStar’s NEOs.  EchoStar’s Compensation Committee and Board of Directors do not utilize a formulaic or standard, formalized benchmarking level or element in tying or otherwise setting EchoStar’s executive compensation to that of other companies.  Generally, EchoStar’s 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 EchoStar’s stock performance substantially outperforms similar companies, executive compensation at EchoStar could exceed other companies.  Barring significant increases in the stock price, however, EchoStar’s compensation levels generally lag its 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.  The Compensation Committee conducts an ongoing review of EchoStar’s compensation practices for purposes of obtaining the maximum continued deductibility of compensation paid consistent with EchoStar’s existing commitments and ongoing competitive needs.  However, nondeductible compensation in excess of this limitation may be paid.

Use of Compensation Consultants

Following the determination of each NEO’s compensation for 2011 and the completion of the Hughes Acquisition, in August 2011 the Compensation Committee engaged Denver Compensation & Benefits, LLC (“Denver CAB”) to provide executive compensation integration services to EchoStar.  Specifically, Denver CAB was requested to compare and contrast certain of EchoStar’s and Hughes’ executive compensation practices and procedures, including, among other things, each company’s general approach and philosophy towards executive compensation, each company’s historical compensation practices, including the structure of compensation, the underlying time horizon of incentive grants, and the complexity and extent of the use of long-term incentives, as well as the current change-in-control and severance terms for each company’s executive group.  Additionally, Denver CAB was instructed to compare EchoStar’s and Hughes’ compensation practices within the context of the relevant geographic market for each company.  EchoStar did not use Denver CAB for any other services during 2011 nor does any member of the Compensation Committee have any relationship with Denver CAB.

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Implementation of Executive Compensation Program Objectives and Policies

Weighting and Selection of Elements of Compensation

As described in “General Compensation Levels” above, neither EchoStar’s Board of Directors nor its Compensation Committee has in the past assigned specific weights to any factors considered in determining compensation, and none of the factors are more dispositive than others.

Elements of Executive Compensation

The primary components of EchoStar’s executive compensation program have included:

·                  base cash salary;

·                  long-term 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.

EchoStar’s 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 EchoStar employees provide a minimum level of compensation for our NEOs.  While short-term incentives reward individual performance and achievement of annual goals important to EchoStar, during 2011, we elected not to implement a short-term incentive program.  Long-term equity-incentive compensation aligns NEO compensation directly with the creation of long-term shareholder value and promotes retention.

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

Base Cash Salary

EchoStar has traditionally included salary in its executive compensation package under the belief that it is appropriate that some portion of the compensation paid to its 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,” EchoStar has weighted overall compensation towards equity components as opposed to base salaries. EchoStar’s 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:

·                  EchoStar’s 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;

·                  the NEO’s individual contributions to EchoStar; and

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

Annual base salaries paid to EchoStar’s executive officers have historically been at levels below those generally paid to executive officers with comparable experience and responsibilities in the set-top box and satellite services industries or other similarly-sized companies. In addition, EchoStar has stated that it believes the compensation paid to Mr. Dugan and Mr. Ergen has generally been at a level that is below amounts paid to chairmen and chief executive officers at other companies of similar size in comparable industries. Any changes in Mr. Ergen’s base salary are set by EchoStar’s Compensation Committee.  Mr. Ergen recommends to the Board of Directors, but EchoStar’s Board of Directors ultimately approves, any changes in the base salary of EchoStar’s other NEOs.

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Short-Term Incentive Compensation

During 2011, the Board of Directors and the Compensation Committee elected not to implement a short-term incentive program.  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 reflect appropriate performance goals for our business.

Long-Term Equity Incentive Compensation

EchoStar has operated under the belief that executive officers will be better able to contribute to its long-term success and help build incremental shareholder value if they have a stake in that future success and value.  EchoStar believes this stake focuses the executive officers’ attention on managing EchoStar as owners with equity positions in EchoStar and aligns their interests with the long-term interests of EchoStar’s shareholders. Equity awards therefore have represented an important and significant component of EchoStar’s compensation program for executive officers. EchoStar has attempted to create general incentives with its standard stock option grants and conditional incentives through conditional awards that may include payouts in cash or equity.

General Equity Incentives

With respect to equity incentive compensation, EchoStar attempts 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 EchoStar’s NEOs has appropriate incentives tied to the performance of EchoStar’s Class A Shares. Therefore, EchoStar 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, EchoStar may not grant any equity incentives to that particular NEO.

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

To encourage executive officers to remain in EchoStar’s employ, options granted under EchoStar’s stock incentive plans generally vest at the rate of 20% per year and have exercise prices not less than the fair market value of EchoStar’s 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). EchoStar’s standard form of option agreement given to executive officers has included acceleration of vesting upon a change in control of EchoStar 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.

Practices Regarding Grant of Equity Incentives

EchoStar has generally awarded equity awards as of the last day of each calendar quarter and has set exercise prices at not less than the fair market value of EchoStar’s Class A Shares on the date of grant or the last trading day prior to the date of grant (if the last day of the calendar quarter is not a trading day).

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.

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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 EchoStar and its subsidiaries by aiding in the retention of Charles W. Ergen, the Chairman of EchoStar, 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 EchoStar. 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 EchoStar’s Class B Shares. Up to 4 million shares of EchoStar’s 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.

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 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.

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 certain number of shares of our Class A Shares.  We may also grant, in our discretion, non-employee directors further options to acquire our shares of Class A Shares.  Up to 250,000 shares of our Class A Shares are available for awards under the 2008 Director Plan.

401(k) Plan

EchoStar has adopted a defined-contribution tax-qualified 401(k) plan for its employees, including its executives, to encourage its employees to save some percentage of their cash compensation for their eventual retirement. EchoStar’s executives participate in the 401(k) plan on the same terms as EchoStar’s other employees. Under the plan, employees become eligible for participation in the 401(k) plan upon completing ninety days of service with EchoStar and reaching age 19. 401(k) plan participants are able to contribute up to 50% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Internal Revenue Code. EchoStar may also make a 50% matching employer contribution up to a maximum of $1,500 per participant per calendar year. In addition, EchoStar may also make an annual discretionary profit sharing contribution to the 401(k) plan with the approval of its Compensation Committee and Board of Directors. 401(k) plan participants are immediately vested in their voluntary contributions and earnings on voluntary contributions. EchoStar’s employer contributions to 401(k) plan participants’ accounts vest 20% per year commencing one year from the employee’s date of employment.

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

EchoStar has traditionally offered certain plans and other benefits to its 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 EchoStar’s products and services. Relocation benefits may also be reimbursed, but are individually negotiated when they occur. EchoStar has also permitted certain NEOs to use its corporate aircraft for personal use. EchoStar has also paid annual tax preparation costs for certain NEOs.

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EchoStar has 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 its executive officers subject to acceleration of vesting upon a change in control of EchoStar 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.  However, certain officers of Hughes, including Mr. Kaul, have severance benefits that were approved by Hughes Communications prior to the Hughes Acquisition.

Shareholder Advisory Vote on Compensation

EchoStar provided its 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 in favor of the executive compensation proposal.  The Compensation Committee of EchoStar reviewed these voting results.  Since the voting results affirmed shareholders’ support of EchoStar’s approach to executive compensation, EchoStar did not change its approach in 2011 as a direct result of the vote.  As set forth at the annual meeting of shareholders held in May 2011, EchoStar intends to continue to seek a shareholder advisory vote on executive compensation once every three years.

2011 Executive Compensation

EchoStar generally makes 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 2011 (except Mr. Kaul, whose compensation was determined by the compensation committee of Hughes Communications prior to the Hughes Acquisition), the Compensation Committee (along with Mr. Ergen, for each of the NEOs other than himself and Mr. Kaul) 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.  EchoStar’s Compensation Committee (along with Mr. Ergen, for each of the NEOs other than himself and Mr. Kaul) also reviewed the Proxy Data prepared for 2011 and other information described in “Compilation of Certain Proxy Data” above.  As described in “General Compensation Levels” above, EchoStar aims 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, EchoStar’s Compensation Committee has discretion to award performance based compensation that is based on performance goals different from those that were previously set or that is higher or lower than the anticipated compensation that would be awarded under EchoStar’s incentive plans if particular performance goals were met.  EchoStar’s Compensation Committee did not exercise this discretion in 2011.

Compensation of Our Chief Executive Officer and President and Our Chairman

2011 Base Salary.  Mr. Dugan’s 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 2011 base salary, Mr. Ergen subjectively determined that Mr. Dugan’s existing base compensation was already within the range of market compensation indicated in the Proxy Data in light of EchoStar’s practices with respect to base salaries and that therefore an increase over Mr. Dugan’s 2010 base salary was not necessary.  In connection with our Spin-off from DISH Network, Mr. Ergen’s base salary for 2009 was set at $1 and remained at such level in 2010 and 2011.

2011 Cash Bonus.  No bonus was paid to Mr. Dugan or to Mr. Ergen in 2011.

2011 Equity Incentives.  With respect to equity incentives, EchoStar attempts to ensure that both the Chief Executive Officer and President and the Chairman have equity awards at any given time that are significant in relation to their annual cash compensation to ensure that they have appropriate incentives tied to the performance of EchoStar’s Class A Shares.  During 2011, the Compensation Committee determined that Mr. Dugan had sufficient equity awards to ensure that he had appropriate incentives tied to the performance of EchoStar’s Class A Shares and therefore did not award Mr. Dugan any additional equity awards.  During 2011, the Compensation Committee awarded Mr. Ergen an additional 1,500,000 stock options to ensure that he had appropriate incentives tied to the performance of EchoStar’s Class A Shares.

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Compensation of Other Named Executive Officers

2011 Base Salary.

Base salaries for each of the other NEOs are determined annually by EchoStar’s 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 controlling shareholder of EchoStar.  Mr. Ergen made recommendations to the Board of Directors with respect to the 2011 base salary of each of the other NEOs, other than Mr. Kaul, after considering: (a) the NEO’s base salary in 2010, (b) the range of the percentage increases in base salary for NEOs of the companies contained in the Proxy Data, (c) whether the NEO’s base salary was appropriate in light of EchoStar’s goals, including retention of the NEO, (d) the expected compensation to be paid to other NEOs in 2011 in relation to a particular NEO in 2011, (e) whether the NEO was promoted or newly hired in 2011, and (f) whether in Mr. Ergen’s subjective determination, the NEO’s performance in 2010 warranted an increase in the NEO’s base salary in 2011.  Placing primary weight on (a) the NEO’s base salary in 2010 and (b) whether, in Mr. Ergen’s subjective view, an increase in 2011 base salary was 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 2011 base salary, Mr. Ergen subjectively determined that Mr. Carroll’s performance met expectations for 2010 and that Mr. Carroll was therefore eligible for EchoStar’s standard annual merit increase.  In addition, in connection with Mr. Carroll’s appointment to Executive Vice President during June 2011, Mr. Ergen determined that Mr. Carroll should receive an increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Carroll’s salary within the range of market compensation indicated in the Proxy Data, taking into consideration our practices with respect to base salaries.  In addition, in connection with Mr. Carroll’s appointment to Executive Vice President and Chief Financial Officer during November 2011, Mr. Ergen determined that Mr. Carroll should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Carroll’s salary within the range of market compensation indicated in the Proxy Data, taking into consideration our practices with respect to base salaries.

Mr. Jackson.  In determining Mr. Jackson’s 2011 base salary, Mr. Ergen subjectively determined that Mr. Jackson’s existing base compensation was already within the range of market compensation indicated in the Proxy Data in light of EchoStar’s practices with respect to base salaries and that therefore an increase over Mr. Jackson’s 2010 base salary was not necessary.

Mr. Johnson.  Mr. Johnson’s salary was agreed between EchoStar and Mr. Johnson on June 20, 2011 in connection with the commencement of Mr. Johnson’s employment as President — EchoStar Satellite Services.

Mr. Kaul.  Mr. Kaul’s compensation was set by the compensation committee of Hughes Communications prior to the Hughes Acquisition.  In connection with the Hughes Acquisition, EchoStar agreed to generally maintain the existing cash compensation and benefits of Hughes employees for a one year period following the closing of the Hughes Acquisition.  Accordingly, Mr. Ergen recommended, and the Board of Directors agreed, that Mr. Kaul should maintain his 2011 compensation approved by the compensation committee of Hughes Communications prior to the Hughes Acquisition.

Mr. Rayner.  In determining Mr. Rayner’s 2011 base salary, Mr. Ergen subjectively determined that Mr. Rayner’s performance met expectations for 2010 and that Mr. Rayner was therefore eligible for EchoStar’s standard annual merit increase.  In addition, Mr. Ergen determined that Mr. Rayner should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Rayner’s salary within the range of market compensation indicated in the Proxy Data taking into consideration our practices with respect to base salaries.

2011 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 2011, other than with respect to Mr. Kaul, who received a cash bonus in accordance with compensation arrangements approved by the compensation committee of Hughes Communications prior to the Hughes Acquisition, no discretionary cash bonuses were awarded to such other NEOs.

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2011 Equity Incentives.  With respect to equity incentives, EchoStar primarily evaluates 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 EchoStar’s 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 2011, Mr. Ergen based his recommendation on, and the Compensation Committee took into account, among other things, what was necessary to retain our executive officers.  On June 30, 2011, Mr. Carroll and Mr. Rayner were each awarded 50,000 stock options.  Also on June 30, 2011, in connection with the commencement of Mr. Johnson’s appointment as President — EchoStar Satellite Services L.L.C., Mr. Johnson was awarded 100,000 stock options and 33,300 restricted stock units.  On September 30, 2011, Mr. Rayner was awarded an additional 50,000 stock options.  On December 31, 2011, in connection with his promotion to Executive Vice President and Chief Financial Officer, Mr. Carroll was awarded an additional 50,000 stock options and 20,000 restricted stock units.  Mr. Ergen recommended that no equity incentives be awarded to Mr. Jackson, as Mr. Ergen subjectively determined that Mr. Jackson already had sufficient equity awards to ensure that he had appropriate incentives tied to the performance of EchoStar’s Class A Shares.  Mr. Ergen recommended that no equity incentives be awarded to Mr. Kaul, as Mr. Ergen subjectively determined that Mr. Kaul was already sufficiently incentivized to remain employed by us in part because of certain change of control bonus payments approved by Hughes Communications prior to the Hughes Acquisition.  These change of control bonus payments in connection with the Hughes Acquisition have been paid.

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is appointed by the Board of Directors of EchoStar 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 EchoStar’s 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 EchoStar Corporation Executive 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 (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.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Explanatory Note to Summary Compensation Table, Grant of Plan-Based Awards Table, Outstanding Equity Awards at Fiscal Year-End Table, and Option Exercises and Stock Vested Table

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.

Restricted Stock Units

Holders of DISH Network restricted stock units retained their DISH Network restricted stock units and received one EchoStar restricted stock unit for every five DISH Network restricted stock units that they held.

These adjustments were made in order to preserve the pre-conversion intrinsic value of the Stock-Based Awards.

Presentation of Summary Compensation Table, Grant of Plan-Based Awards Table, Outstanding Equity Awards at Fiscal Year-End Table, and Option Exercises and Stock Vested Table

With respect to the presentation of NEO compensation in this section: (i) during 2009, 2010 and 2011, Mr. Ergen was compensated by both us and DISH Network; and (ii) during 2009, 2010 and 2011 all other NEOs were compensated solely by us for the respective periods of their employment with us.

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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, 2011.

(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 12 in the Notes to the Corporation’s audited financial statements for the fiscal year ended December 31, 2011, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on March 7, 2012.

(2)                    “All Other Compensation” for all of the NEOs includes amounts contributed pursuant to our 401(k) matching program, relocation payments and our profit sharing program.  Mr. Ergen’s “All Other Compensation” also includes tax preparation payments in each year.  In addition, with respect to Mr. Ergen, “All Other Compensation” includes $199,574, $124,143 and $168,455 for Mr. Ergen’s personal use of corporate aircraft during the years ended December 31, 2011, 2010, and 2009, respectively.  We calculated the value of Mr. Ergen’s personal use of corporate aircraft based upon the incremental cost of such usage to EchoStar.

(3)                    Mr. Johnson became an employee of EchoStar on June 20, 2011.

(4)                    Mr. Carroll was named Executive Vice President and Chief Financial Officer of EchoStar in November 2011, replacing Mr. Rayner, who ceased to be an employee of EchoStar effective November 8, 2011.

(5)                    Mr. Kaul became an employee of EchoStar effective June 8, 2011 in connection with the Hughes Acquisition.  The compensation information contained above includes 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.

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Grant of Plan-Based Awards

The following table provides information on EchoStar equity awards granted in 2011 for the NEOs.

(1)                    The amounts granted on April 1, 2011 and reported in the “All Other Stock Awards” column represent shares awarded to the eligible NEOs during 2011 pursuant to our profit sharing program.

(2)                    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 12 in the Notes to the Corporation’s audited financial statements for the fiscal year ended December 31, 2011, included in the Corporation’s Annual Report on Form 10-K filed with the SEC on March 7, 2012.

(3)                    Mr. Rayner ceased to be an employee of EchoStar effective November 8, 2011.

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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.