On behalf of the Board of Directors and management team of Huntington Ingalls Industries, I would like to invite you to attend the ~~2016~~2017 Annual Meeting of Stockholders. We will meet on ~~Friday, April 29, 2016,~~Wednesday, May 3, 2017, at 11:00 a.m. Eastern Daylight Time, at our corporate headquarters located at the Herbert H. Bateman Virginia Advanced Shipbuilding and Carrier Integration Center (VASCIC), 2401 West Avenue, Newport News, Virginia 23607. We are looking forward to your responses on the proposals included in the accompanying proxy statement.

The accompanying Notice of ~~2016~~2017 Annual Meeting and Proxy Statement describe the matters on which you, as a stockholder, may vote at the annual meeting, and include details of the business to be conducted at the meeting.

As a way to conserve natural resources and reduce annual meeting costs, we are electronically distributing proxy materials as permitted under rules of the Securities and Exchange Commission. Many of you will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials via the Internet. You can also request mailed paper copies if preferred. You can expedite delivery and reduce our mailing expenses by confirming in advance your preference for electronic delivery of future proxy materials. For more information on how to take advantage of this cost-saving service, please see page 1014 of the proxy statement.

Your vote is very important. Whether or not you plan to attend the annual meeting, I encourage you to vote your shares in advance. Stockholders can submit their votes over the Internet at the web address included in the Notice of Internet Availability of Proxy Materials and included in the proxy card (if you received a proxy card), by telephone through the number included in the proxy card (if you received a proxy card), or by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope.

Thank you for your support of Huntington Ingalls Industries. I look forward to seeing you at the annual meeting.

The Board of Directors is providing you with these proxy materials in connection with ~~the~~its solicitation of proxies to be voted at our ~~2016~~2017 Annual Meeting of Stockholders and at any postponement or adjournment of the annual meeting. In this proxy statement, Huntington Ingalls Industries, Inc. may also be referred to as “we,” “our,” “us,” “HII” or “the company.”

elect ~~three~~eight directors;

approve the company’s executive compensation on an advisory basis;

ratify the appointment of our independent auditors; ~~and~~

approve ~~executive~~our Performance-Based Compensation Policy to preserve the tax deductibility of performance-based compensation ~~on an advisory basis.~~payments; and

consider a stockholder proposal to amend our proxy access bylaw, if properly presented at the meeting.

The Board asks you to appoint Kellye L. Walker and Charles R. Monroe, Jr. as your proxy holders to vote your shares at the annual meeting. You make this appointment by submitting your proxy using one of the voting methods described below.

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this proxy statement. If you received a proxy card and you complete and return the proxy card but do not provide voting directions, they will vote your shares as recommended by the Board on all of the matters described in this proxy statement that are brought before the annual meeting.

The Board is not aware of any business that may properly be brought before the annual meeting other than those matters described in this proxy statement. If any other matters are properly brought before the annual meeting, your proxy gives discretionary authority to the proxy holders to vote the shares in their best judgment.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are permitted to furnish our proxy materials to our stockholders over the Internet by delivering a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials instructs you on how to access and review the proxy statement and ~~2015~~2016 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy over the Internet. We believe thise-proxy process expedites receipt of proxy materials by stockholders, while also lowering our costs and reducing the environmental impact of our annual meeting. We have used thise-proxy process to furnish proxy materials to certain of our stockholders over the Internet.

If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

Stockholders owning our common stock at the close of business on March ~~4, 2016,~~9, 2017, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. The Board strongly encourages you to vote. Your vote is important. Voting early helps ensure we receive a quorum of shares necessary to

hold the annual meeting. Many stockholders do not vote, meaning the stockholders who do vote influence the outcome of the matters on which they vote in greater proportion than their percentage ownership of ~~HII.~~HII shares.

We have two types of stockholders: stockholders of record and “street name” stockholders. Stockholders of record are stockholders who own their shares in their own names on the company’s books. Street name stockholders are stockholders who own their shares through a bank, broker or other holder of record.

Voting by Stockholders of Record. If you are a stockholder of record, you have four voting options. You may vote:

by telephone through the number included in the proxy card (if you received a proxy card);

by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope; or

by attending the annual meeting and voting in person.

If you have Internet access, we encourage you to vote over the Internet. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote by proxy over the Internet or by telephone prior to the meeting date, your proxy vote is recorded immediately and there is no risk that postal delays will cause your proxy vote to arrive late and therefore not be counted.

Internet and telephone voting facilities for stockholders of record are available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on ~~Thursday, April 28, 2016.~~Tuesday, May 2, 2017. The Internet and telephone voting procedures verify you are a stockholder of record by use of a control number and enable you to confirm your voting instructions have been properly recorded. If you vote by Internet or telephone, you do not need to return your proxy card (if you received a proxy card).

Whether or not you plan to attend the annual meeting and vote in person, we urge you to have your proxy vote recorded in advance of the meeting. If you attend the annual meeting and vote at the annual meeting, any prior proxy votes you submitted, whether by Internet, telephone or mail, will be superseded by the vote you cast at the annual meeting. Because it is not practical for most stockholders to attend the annual meeting, the Board recommends you vote using one of the other voting methods. In any event, the method by which you vote your proxy will not limit your right to vote at the annual meeting if you decide to attend in person.

Revoking Your Proxy for Stockholders of Record. If you are a stockholder of record and you vote by proxy using any method, you may later revoke your proxy and change your vote at any time before the polls close at the annual meeting. You may do this by:

sending a written statement to that effect to Huntington Ingalls Industries, Inc., Attn: Corporate Secretary, 4101 Washington Avenue, Newport News, Virginia 23607, provided we receive your written statement before the annual meeting date; or

voting again over the Internet or by telephone prior to 11:59 p.m. Eastern Daylight Time on ~~Thursday, April 28, 2016;~~Tuesday, May 2, 2017; or

signing and returning another proxy card with a later date, provided we receive the later proxy card before the annual meeting date; or

voting in person at the annual meeting.

Only the most recent proxy vote will be counted, and all others will be discarded regardless of the method of voting.

Voting by Street Name Stockholders. If your shares are held in “street name” through a broker, bank or other nominee, please refer to the instructions they provide regarding how to vote your shares or to revoke your voting instructions. The availability of telephone and Internet voting depends upon the voting processes of the broker, bank or other nominee. If you are a street name stockholder and would like to vote in person at the annual meeting, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record through which you hold your shares. Because it is not practical for most stockholders to attend the annual meeting, the Board recommends you vote using one of the other voting methods. In any event, the method by which you vote your proxy will not limit your right to vote at the annual meeting if you decide to attend in person.

Confidential Voting. We treat your vote as confidential to protect the privacy of our stockholders’ votes. Proxies and voting instructions provided to banks, brokers and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator and the inspector of elections have access to the proxies and voting instructions.

At the close of business on the record date, ~~47,254,486~~46,271,346 shares of our common stock were outstanding and entitled to vote at the annual meeting. Each outstanding share is entitled to one vote.

A quorum ~~which is~~must be present to transact business at the annual meeting. A quorum will be present if a majority of the outstanding shares entitled to vote as of the record date ~~must be~~are present, ~~to hold the annual meeting. A quorum is calculated based on the number of shares represented at the meeting, either by the stockholders attending~~ in person or by ~~the proxy holders.~~proxy. If you indicate an abstention as your voting preference on all matters, your shares will be counted toward a quorum but will not be voted on any matter. In the absence of a quorum, the chairperson of the meeting may adjourn the meeting, and, at any reconvened meeting following such an adjournment at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares in its discretion only on Item 23 described in this proxy statement. If you do not give your bank, broker or other holder of record instructions on how to vote your shares on Items 1, ~~or 3~~2, 4 and 5 described in this proxy statement, your shares will not be voted on those matters.

If you have shares in an employee benefit plan and do not vote those shares, your trustee will vote your shares in accordance with the terms of the relevant plan. Accordingly, your trustee may vote your shares in the same proportion as shares held ~~under~~by the plan for which voting instructions have been received, unless contrary to ERISA.

The required vote and method of calculation for the matters to be considered at the annual meeting are as follows:

Directors will be elected by a plurality of the shares present in person or by proxy at the annual meeting or any adjournment thereof and entitled to vote on the election of directors. Plurality voting means the ~~three~~eight director nominees receiving the most votes will be elected to the Board. If you do not

want your shares to be voted with respect to a particular director nominee, you may “withhold” your vote with respect to that nominee. If a director nominee receives a greater number of votes “withheld” for his or her election than votes cast “for” his or her election, such nominee will be required under the ~~Majority Voting Policy~~majority vote director resignation policy included in our Corporate Governance Guidelines to submit an offer of resignation to the Board for its consideration. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this ~~item.~~item, and brokernon-votes will have no effect on the outcome of the vote.

The executive compensation of our NEOs will be approved as an advisory recommendation to the Board if the number of shares voted in favor exceeds the number of shares voted against. Abstentions will have no effect on the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this item, and brokernon-votes will have no effect on the outcome of the vote. Although the vote on this item isnon-binding, the Compensation Committee will review the results of the vote and consider it in making future decisions concerning executive compensation.

Ratification of appointment of our independent auditors will be approved if the number of shares voted in favor exceeds the number of shares voted against. Abstentions will have no effect on the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record can vote your shares at its discretion on this item.

Item 3—4—Proposal to Approve ~~Executive~~Our Performance-Based Compensation ~~on an Advisory Basis~~Policy to Preserve the Tax Deductibility of Performance-Based Compensation Payments

~~The executive compensation of our Named Executive Officers~~Our Performance-Based Compensation Policy will be approved ~~as an advisory recommendation to the Board~~ if the number of shares voted in favor exceeds the number of shares voted against. Abstentions will have no effect on the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this ~~item. Although~~item, and brokernon-votes will have no effect on the ~~vote~~outcome of the vote.

The stockholder proposal to amend our proxy access bylaw will be approved if the number of shares voted in favor exceeds the number of shares voted against the proposal. Abstentions will have no effect on ~~this item is non-binding, the Compensation Committee will review~~ the results of the vote. If you are a street name stockholder and do not vote your shares, your bank, broker or other holder of record cannot vote your shares on this item, and ~~consider it in making future decisions concerning executive compensation.~~brokernon-votes will have no effect on the outcome of the vote.

IMPORTANT REMINDER OF EFFECT OF NOT CASTING YOUR VOTE IF YOU ARE A STREET NAME STOCKHOLDER

If you are a street name stockholder, it is critical you vote your shares if you want your vote to count on Items 1, 2, 4 and 3.5. Your bank, broker or other holder of record is not permitted to vote your shares on Items 1, 2, 4 or 3,5, unless you instruct them how you wish to vote. Such “brokernon-votes” will have no impact on the results of the vote on Items 1, ~~and 3.~~2, 4 or 5.

The Board has made these materials available to you in connection with its solicitation of proxies for use at our annual meeting. We will bear the costs of soliciting and tabulating your votes. Our

employees, personally, by telephone, by email or otherwise, may solicit your votes without additional compensation. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for the ~~2016~~2017 annual meeting for a fee of $12,500, plus associated costs and expenses.

We will reimburse banks, brokers and other holders of record for reasonable,out-of-pocket expenses for forwarding these proxy materials to you, according to certain regulatory fee schedules. See “Electronic Access to Proxy Statement and Annual Report” below for information on how you can help reduce printing and mailing costs.

You can elect in advance to receive future proxy materials by email. If you choose to receive future proxy materials by email, you will receive an email with instructions containing a link to the website where those materials are available, as well as a link to the proxy voting website.

If you are a stockholder of record, you may enroll in the electronic delivery service by going directly to www.envisionreports.com/HII. You may revoke your electronic delivery election at this site at any time and request a paper copy of the proxy statement and annual report.

If you are a street name stockholder, you may also have the opportunity to receive copies of the proxy statement and annual report electronically. Please check the information provided in the proxy materials you received from your bank, broker or other holder of record concerning the availability of this service.

We have adopted a procedure called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability of Proxy Materials or the printed proxy ~~materials.~~materials, unless we have received contrary instructions from one or both such stockholders. This procedure reduces our printing costs and postage ~~fees.~~fees and is environmentally friendly.

If you and another stockholder of record with whom you share an address are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or the printed proxy materials, you can request to receive a single copy of the printed proxy materials in the future by calling our transfer agent, Computershare, at1-888-665-9610, or writing to us at Investor Relations, 4101 Washington Avenue, Newport News, VA 23607. If you and another stockholder of record with whom you share an address wish to receive a separate Notice of Internet Availability of Proxy Materials or separate printed proxy materials, we will promptly deliver them to you if you request them by contacting Computershare by phone or Investor Relations in writing in the same manner as described above.

Stockholders who participate in householding and who receive printed proxy materials will continue to receive separate proxy cards. If you are a street name stockholder, you can request householding by contacting your bank, broker or other holder of record through which you hold your shares.

Corporate governance addresses the relationships among the ~~board of directors,~~Board, company management and the company’s stockholders, with the objectives of promoting the company’s long-term success, improving corporate performance, strengthening Board and ~~representing~~management accountability and promoting the long-term interests of our stockholders. ~~Corporate governance is a top priority of the~~The Board ~~of Directors~~ and senior ~~management.~~management are committed to high standards of corporate governance. We believe ~~good governance is~~those high standards are important not only to our stockholders, but also to our customers, employees, ~~customers,~~ suppliers and ~~others with whom we do business.~~other stakeholders.

The following sections provide an overview of our corporate governance model and processes. Among other topics, we describe the responsibilities of the Board, ~~of Directors,~~ how directors are selected and certain key aspects of Board operations.

We believe the foundation for good corporate governance starts with a board of directors whose independence, ~~knowledge,~~skills, experience and judgment will enable the board to effectively oversee management of the company and to ~~engage constructively with management to~~ provide constructive advice and counsel ~~regarding our business.~~to management. The Board and its committees perform a number of important functions for the company and its stockholders, including:

providing advice on the ~~corporate strategy~~company’s strategic plan developed by management;

assessing the significant enterprise risks to which the company is subject and overseeing management of those enterprise risks;

selecting our chief executive officer and evaluating the performance of the chief executive officer and other senior executive officers;

overseeing development and succession plans for our senior executives;

monitoring the company’s financial performance and reviewing and approving significant corporate actions; and

overseeing processes that ~~maintain~~protect the integrity of the company, including the integrity of the company’s financial statements and compliance with legal requirements and the company’s ethics and business conduct standards.

~~Board~~The Board’s oversight ~~of management~~role is also effected through the Board’s four standing committees—the Audit Committee, the Compensation Committee, the Governance and Policy Committee and the Finance Committee. Each of these committees operates under a separate written charter to promote clarity in their responsibilities and to ensure the committees function in coordination with each other and with the full ~~Board of Directors.~~Board. Our committees are discussed in greater detail beginning on 17page 21 of this proxy statement.

The Board believes all director candidates must possess certain basic qualifications and that specialized skills and experiences should be ~~added~~contributed to the Board by individual directors. The Board and the Governance and Policy Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s collective skills and experiences ~~and~~measured against the ~~company’s~~ current and future ~~needs.~~needs of the Board.

Qualifications for All Directors. The Board believes all its members must possess the following basic qualifications:

high personal and professional integrity and ethical standards;

substantial educational, business, military or professional accomplishments in leading organizations;

ability to represent the best interests of all stockholders; and

demonstrated leadership ability and sound judgment.

Prospective directors must also be willing to submit to a background check necessary for obtaining a security clearance.

Selection of Individual Candidates. In addition to the qualifications applicable to all director candidates, the Board and the Governance and Policy Committee consider, among other matters, a candidate’s knowledge of and experience in such areas ~~as complex~~ as:

finance, accounting and capital markets

the industries in which the company competes

manufacturing ~~heavy industry~~ and ~~engineering, government procurement and contracting, the defense industry, finance, regulatory compliance~~operations

military and government

government relations

legal, regulatory and ~~public policy.~~ compliance matters

corporate development and strategy

We also consider whether a candidate can commit sufficient time and attention to Board activities and any potential conflicts with the company’s interests. Our objective is to have the collective skills, experiences and perspectives that create an outstanding, dynamic and effective Board and strengthen the Board’s ability to oversee ~~management of~~ the ~~company,~~company’s business, enhance its performance and represent the long-term interests of stockholders. All of ournon-employee directors are expected to serve on Board committees, supporting the Board’s mission by providing expertise to those committees, and the needs of those committees are considered when evaluating director candidates. The Board and the Governance and Policy Committee also consider diversity when selecting director nominees, seeking representation of a range of experiences, backgrounds and perspectives.

Service on Other Boards. In accordance with our Corporate Governance Guidelines, the Board considers the number of boards of other public companies and audit committees of those boards on which a director candidate serves. Under our Corporate Governance Guidelines, directors should not serve on more than four boards of publicly-traded companies in addition to our Board, and our directors who also serve as chief executive officers or in equivalent positions of other companies should not serve on more than two other boards of publicly-traded companies, in each case without the approval of the chairman of our Governance and Policy Committee. A director who is a full-time

employee of our company may not serve on the board of directors of more than two other publicly-traded companies, unless approved by the Board. No member of our Audit Committee may serve on the audit committees of more than three publicly-traded companies (including our company) without the approval of the Board, which must determine annually that such simultaneous service would not impair the ability of the member to effectively serve on our Audit Committee.

Retirement Policy. Under the retirement policy of our Corporate Governance Guidelines, a director will not bere-nominated at the annual meeting following the earlier of his or her 76th birthday or 15 years of service on the Board. Upon the recommendation of the Governance and Policy Committee, the Board may waive either of these requirements as to any director, if the Board deems waiver to be in the best interests of the company. In addition to our retirement policy, when a director’s principal occupation or business association changes substantially during his or her tenure as a director, the

Board expects the affected director will tender his or her resignation for consideration by the Governance and Policy Committee and the Board, as provided in our Corporate Governance Guidelines.

Conclusion. Satisfaction of the foregoing criteria for ~~board~~Board membership is implemented and assessed through ~~ongoing~~continuous consideration of ~~directors and~~ director ~~candidates~~succession by the Governance and Policy Committee and the Board, as well as through the Board’s self-evaluation process. The Board and the Governance and Policy Committee believe that, individually and collectively, the company’s current directors possess the necessary qualifications to provide effective oversight of ~~management and~~ the company’s ~~affairs~~business and contribute ~~valuable~~constructive advice and counsel to the company’s management.

The Governance and Policy Committee is responsible under its charter for recommending to the full Board director nominees for election by our stockholders and for identifying and recommending candidates to fill any vacancies that may occur on the Board. The Governance and Policy Committee may use a variety of sources to identify candidates. Candidates may be identified through recommendations from independent directors or members of management, search firms, discussions with other persons who may know of suitable candidates to serve on the Board and stockholder recommendations.

Evaluations of director candidates who would be new to the Board (other than nominees recommended by our stockholders, as described below) include consideration of the candidate’s background and qualifications by the Governance and Policy Committee, interviews with the Chairman of the Board, ~~and any of the Governance and Policy Committee as a whole, one or more~~ members of the Governance and Policy Committee orand one or more other Board members who desire to interview a candidate, and deliberations of the Governance and Policy Committee and the full Board. The Governance and Policy Committee then recommends the candidate(s) to the full Board, with the full Board selecting the candidate(s) to be nominated for election by our stockholders or to be elected by the Board to fill a vacancy.

In connection with its recommendations to the Board of director nominees for election at each annual meeting, the Governance and Policy Committee considers the size of the Board and the criteria set forth above to recommend nominees who, individually and as a group and collectively with directors who will continue to serve on the Board, the Governance and Policy Committee believes satisfies the ~~needs of~~qualifications the ~~Board.~~Board needs. Accordingly, the Governance and Policy Committee annually reviews the composition of the Board as a whole and makes recommendations, if necessary, to improve the Board to achieve what it believes is the optimal mix of experience, expertise, skills, specialized knowledge, diversity and other factors.

Stockholders who wish to recommend director candidates for consideration by the Governance and Policy Committee must submit the name and relevant information about the candidate in writing to the Corporate Secretary. All director candidates recommended by stockholders are required to meet the

criteria for directors described above, and candidates who meet the criteria described above will be evaluated by the Governance and Policy Committee. In accordance with our Corporate Governance Guidelines, the Governance and Policy Committee will evaluate director candidates recommended by stockholders in the same manner as candidates identified through other means.

Stockholders who wish to nominate a person for election as a director at an annual meeting must follow the procedures set forth in our bylaws and described beginning on page 2226 of this proxy

statement. Additionally, ~~the Board amended~~ our bylaws to include a proxy access ~~rights,~~right, which ~~enable~~enables a stockholder or a group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of 25% of the number of directors then in office or two directors, subject to the requirements specified in our bylaws. ~~Proxy access will first be available to stockholders in connection with our 2017 annual meeting of stockholders.~~ Stockholders who wish to nominate director candidates for inclusion in our proxy materials under our proxy access bylaw provisions must satisfy the requirements in our bylaws, as described under the heading “Communications and Company Documents—Future Stockholder Proposals and Nominations of Directors” of this proxy statement. The Board expects to evaluate any director candidates nominated through the proxy access process in a manner similar to that for other director candidates.

Our Corporate Governance Guidelines include a ~~Majority Voting Policy.~~majority vote director resignation policy. Under ~~our Majority Voting Policy,~~such policy, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withhold Vote”) in an uncontested election of directors must tender to the Board his or her offer of resignation within five days following certification of the stockholder vote. The Governance and Policy Committee will promptly consider the resignation offer and make a recommendation to the Board to accept or reject the tendered offer of resignation. The Board will act on the Governance and Policy Committee’s recommendation within 90 days following certification of the stockholder vote. The Board will then promptly disclose its decision to accept or reject the director’s resignation offer, including its rationale, in a report furnished to or filed with the SEC.

The Governance and Policy Committee in making its recommendation, and the Board in making its decision, will consider the best interests of the company and our stockholders and may each consider any other factors or other information that it considers appropriate and relevant, including but not limited to:

the stated reasons, if any, why stockholders withheld their votes;

possible alternatives for curing the underlying cause of the withheld votes;

the director’s tenure;

the director’s qualifications;

the director’s past and expected future contributions to the company; and

the overall composition of the Board and its committees, including whether, if the offer of resignation is accepted, the company will no longer be in compliance with any applicable law, rule, regulation or governing document.

Any director who tenders his or her offer of resignation under our ~~Majority Voting Policy~~majority vote director resignation policy will not participate in the Governance and Policy Committee deliberation or recommendation or Board deliberation or action to accept or reject the resignation offer. If a majority of the Governance and Policy Committee received a Majority Withhold Vote at the same election, then the independent directors (other than those who received a Majority Withhold Vote in that election) will instead appoint a

committee among themselves to consider the resignation offers and recommend to the Board whether

to accept them. If, however, the independent directors who did not receive a Majority Withhold Vote constitute two or fewer directors, all independent directors may participate in the action to accept or reject the resignation offers, except that each director who has tendered his or her offer of resignation will recuse himself or herself from the deliberations and voting with respect to his or her individual offer to resign.

If a director’s resignation offer is not accepted by the Board, that director will continue to serve for the term for which he or she was elected and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation offer is accepted by the Board, then the Board, in its sole discretion in accordance with our bylaws, may fill any resulting vacancy or may decrease the size of the Board.

~~As disclosed in a Current Report on Form 8-K filed on February 1, 2016, the~~The Board ~~of Directors~~ amended our bylaws ~~on January 28,~~in 2016 to ~~include~~provide our stockholders proxy access rights, which enable a stockholder or a group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of 25% of the number of directors then in office or two directors, subject to the requirements specified in our bylaws. The amendments to our bylaws to provide proxy access were the result of the Board’s ongoing review of our corporate governance model and current trends in corporate governance, with input from stockholders. The Board believes the proxy access bylaw provisions adopted by the company conform generally with prevailing terms of proxy access bylaw provisions adopted by other public companies over the last year, and they reflect consideration of factors identified by proxy advisory firms and corporate governance experts as critical to providing meaningful proxy access rights for stockholders.

rights. Under Section 2.15 of our bylaws, we are required to include in our proxy materials for an annual meeting any stockholder nominee who is nominated by an “Eligible Stockholder.” An “Eligible Stockholder” is any stockholder or group of up to 20 stockholders (counting as one stockholder, for this purpose, any two or more funds under common management) that has beneficially owned at least 3% of our outstanding common stock continuously for at least three years. Eligible Stockholders must provide proof of ownership of the requisite amount of stock for the three-year time period and represent that the shares were acquired in the ordinary course of business and not to change or influence control of the company. Eligible Stockholders must also provide certain other written representations, warranties and agreements to the company, including an agreement to assume liability from any legal or regulatory violation arising out of the Eligible Stockholder’s communication with our stockholders and to comply with all applicable laws and regulations, as described in more detail in Section 2.15 of the bylaws.

The maximum number of directors who can be nominated by Eligible Stockholders, referred to as “Stockholder Nominees,” at any annual meeting is the greater of 25% of the number of directors then in office or two directors. Section 2.15 of our bylaws includes procedures to prioritize nominations if the number of Stockholder Nominees exceeds the maximum number of Stockholder Nominees we are required to include in our proxy materials for any annual meeting. Stockholder Nominees must provide written notice to the company, which must include specific information, including information similar to the information required from stockholders to propose business and director nominations through the advance notice provisions included in Section 2.08 of our bylaws. As described in Section 2.15 of our bylaws, this notice must

include an express consent to be named as a director nominee in our proxy materials and to serve as a director if elected, as well as required disclosures and information about, and representations, undertakings and consents by, the Stockholder Nominee to enable the Board to determine whether the Stockholder Nominee meets the independence and other general requirements for directors set forth in our bylaws and corporate governance guidelines. We may request additional information to enable us to make these determinations.

Stockholders who would like to nominate candidates using proxy access should refer to Section 2.15 of our bylaws, which sets forth all the requirements for proxy access nominations. The Board may exclude any Stockholder Nominee from our proxy materials if the Stockholder Nominee or Eligible Stockholder(s) fail to meet the requirements or provide the undertakings set forth in our bylaws or corporate governance guidelines and for other reasons set forth in our bylaws. See “Communications and Company Documents—Future Stockholder Proposals and Nominations of Directors.”

The Board makes determinations regarding the independence of our directors on an annual basis, following the Governance and Policy Committee’s consideration of director independence and related recommendations to the Board. In accordance with our Corporate Governance Guidelines, the Board

determines independence on the basis of the definition of “independence” set forth in the corporate governance listing standards of the NYSE.

The Board has considered relevant relationships between the company and eachnon-employee director to determine compliance with NYSE independence requirements. Based onupon its review, the Board has determined that ~~Dr. Bruner,~~Gen. Collins, Adm. Donald, Adm. Fargo, Ms. Harker, Ms. Kelly, Adm. Miller, Mr. Schievelbein, Mr. ~~von der Heyden, Mr.~~ Welch and Mr. Wilson, who comprise the Board’snon-employee directors, are independent. The Board has also determined that each current member of the Audit Committee satisfies the additional independence requirements of the SEC and that each current member of the Compensation Committee satisfies the enhanced independence requirements of the NYSE listing standards.

The Board also considered in 2016 relevant relationships between the company and each of Robert F. Bruner and Karl M. von der Heyden, each of whom retired from the Board effective April 29, 2016. Based upon its review, the Board determined that Messrs. Bruner and von der Heyden were independent. The Board also determined that Mr. von der Heyden satisfied the SEC’s additional independence requirements for Audit Committee members.

The Board understands that one of its primary responsibilities is to evaluate and determine the optimal leadership structure for the Board from time to time to facilitate effective oversight of ~~management.~~the company. Our bylaws establish the position of Chairman, and our Corporate Governance Guidelines state that the Board believes it is in the best interests of the company and its stockholders for the Board to have the flexibility to determine the best director to serve as Chairman. The independent directors consider this matter on at least an annual basis. This consideration includes the advantages and disadvantages of a combined chairman and chief executive officer role and separate chairman and chief executive officer roles in the context of our operating and governance environment over time, with the goal of achieving the optimal model for the Board’s effective oversight of the company’s affairs.

Non-Executive Chairman. The Board has considered the Board leadership matter and determined that an independent,non-executive chairman is the optimal model for the company at this time. This structure provides the Board with independent leadership and allows the chief executive officer to focus on the company’s business operations. The independent directors appointed Adm. Fargo as ournon-executive Chairman of the Board at the time the company was spun off in 2011, and he has served as Chairman since that time.

Ournon-executive Chairman has the following responsibilities under our Corporate Governance Guidelines:

chair all Board and stockholder meetings, including executive sessions of the independent directors;

serve as a liaison between the chief executive officer and the independent directors;

ensure the quality, quantity and timeliness of the flow of information from management to the Board; although management is responsible for the preparation of materials for the Board, thenon-executive Chairman may specifically request the inclusion of certain materials;

prepare the agendas of the Board meetings and assist the chairman of each standing committee with preparation of agendas for the respective committee meetings, taking into account the requests of other Board and committee members;

set an appropriate schedule for Board meetings to assure there is sufficient time for discussion of all agenda items;

along with the chairman of the Governance and Policy Committee, interview all Board candidates and make recommendations to the Governance and Policy Committee and the Board;

have the authority to call meetings of the Board and meetings of the independent directors; and

if requested by the chief executive officer, be available for consultation and direct communication with stockholders.

Conclusion. All of our directors play an active role in overseeing the company’s business at both the Board and committee levels. The Board is currently comprised of onenon-independent director who serves as our Chief Executive Officer and nine independent directors. Our independent directors are skilled and experienced leaders in industry ~~education,~~and the ~~military and public policy.~~military. Our independent directors are effective in collaborating with management and thoroughly considering proposals made by management, and an independent Board leader supports this relationship. We therefore believe anon-executive Chairman of the Board, along with eight other strong independent directors, is an appropriate and effective structure at this time to oversee the company’s affairs and to provide advice and counsel to the Chief Executive Officer and other senior management of the company.

The Board has four standing committees: Audit, Compensation, Governance and Policy and Finance. Each of the Audit, Compensation and Governance and Policy Committees is constituted and operated in accordance with SEC requirements and the NYSE’s corporate governance listing standards; the Finance Company is not subject to any such requirements or standards. Each Board committee is governed by a written charter, which sets forth the responsibilities of the committee, including the responsibilities described in this section. Each charter can be viewed on our website at www.huntingtoningalls.com and is available in print to any stockholder requesting a copy. All members of each Board committee are independent, as determined under the corporate governance listing standards of the NYSE.

Audit Committee. The Audit Committee’s responsibilities include meeting periodically with management and with each of our independent auditor and our Vice President of Internal Audit to review audit results and the adequacy of and compliance with our system of internal controls. In addition, the Audit Committee appoints and discharges our independent auditor, evaluates proposed audit and permissiblenon-audit services from the independent auditor for their impact on the independence of the auditor and, if appropriate, approves such services.

The members of the Audit Committee are Mr. ~~von der Heyden~~Wilson (chair), Gen. Collins, Mr. Schievelbein ~~Mr. Welch~~ and Mr. ~~Wilson. Mr. Wilson~~Welch. Gen. Collins was appointed to the Audit Committee on ~~October 28, 2015.~~November 2, 2016. The Board has determined, in accordance with NYSE requirements, that each member of the Audit Committee is financially literate and that ~~each of Messrs. von der Heyden and~~Mr. Wilson possesses accounting or related financial management expertise. The Board has also determined that ~~each of Messrs. von der Heyden and~~Mr. Wilson qualifies as an “audit committee financial expert,” as defined under applicable SEC rules.

Compensation Committee. The Compensation Committee oversees all compensation and benefit programs and makes compensation decisions that affect our elected officers. The Compensation Committee also provides strategic direction for our overall compensation structure, policies and programs and reviews senior management succession plans. The Compensation Committee considers and makes recommendations to the Board of Directors regarding the compensation of directors.

The members of the Compensation Committee are Adm. Miller (chair), Adm. Donald, Adm. Fargo and Ms. Harker. Adm. Donald was appointed to the Compensation Committee effective January 1, 2017. The Board has determined that each member of the Compensation Committee qualifies as anon-employee director under SEC Rule16b-3 and as an outside director for purposes of section 162(m) of the Internal Revenue Code of 1986. None of our executive officers served as a member of

the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or our Compensation Committee. Accordingly, no interlocks with other companies, within the meaning of the SEC’s proxy rules, existed during ~~2015.~~2016.

Governance and Policy Committee. The Governance and Policy Committee is responsible for developing and recommending to the Board of Directors criteria for board membership; identifying, and reviewing the qualifications of, director candidates; and assessing the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board. The Governance and Policy Committee also considers and makes recommendations to the Board regarding transactions with related persons and corporate governance matters generally and oversees the evaluation of the Board of Directors. The members of the Governance and Policy Committee are Ms. Kelly (chair), Gen. Collins, Adm. Fargo and Mr. Welch. Gen. Collins was appointed to the Governance and Policy Committee on November 2, 2016.

Finance Committee. The Finance Committee oversees and reviews our financial affairs, strategies and policies. The Finance Committee is responsible for reviewing and making recommendations to the Board regarding: our financial policies and strategies, capital structure and financial condition, our issuances of debt and equity securities and significant borrowing transactions, strategic transactions, our dividend policy and stock repurchase programs and significant capital expenditures. The Finance Committee also provides oversight to ensure that our financial policies and strategies are consistent with our capital budget, annual operating plan and strategic plan. The members of the Finance Committee are Mr. Schievelbein (chair), ~~Dr. Bruner,~~Adm. Donald, Ms. Harker and Adm. Miller. ~~Dr. Bruner~~Adm. Donald was appointed to the Finance Committee ~~on October 28, 2015, but will retire from the Board on April 29, 2016.~~effective January 1, 2017.

Prior to amendment of our certificate of incorporation ~~last year,~~in 2015, the Board was divided into three classes, with each class of directors elected for a three-year term of office and the terms staggered so the term of only one class of directors expired at each annual meeting. At our 2015 annual meeting,

our stockholders approved an amendment to our certificate of incorporation to phase out the classification of the Board. We amended our certificate of incorporation accordingly, and all directors elected at and after our annual meeting held in 2016 were and will be elected forone-year terms. Directors elected prior to the 2016 annual meeting, and any directors who may be elected by the Board to replace any of those directors, will continue to serve for the respective three-year terms for which they were elected. Eight of our ten directors are up for election by our stockholders at our 2017 annual meeting, to serve forone-yearterms. Phase-out of the Board classification will be completed next year, and all of our directors will be voted upon at our 2018 annual meeting to serveone-year terms.

In accordance with our Corporate Governance Guidelines, our directors, with no members of management present (including directors who are also officers of the company), have the opportunity to meet in executive session at each regularly scheduled Board meeting. In addition, our Corporate Governance Guidelines provide that at least one executive session of independent directors will be held each year. In ~~2015,~~2016, all of our directors, other than our Chief Executive Officer, were independent under NYSE corporate governance listing standards. The independent directors met in executive session at each of the five regular Board meetings during the year. Thenon-executive Chairman presides over the executive sessions.

The Audit Committee routinely meets in separate executive sessions with management, our independent auditor, our Vice President of Internal Audit and committee members only. The Compensation Committee, the Governance and Policy Committee and the Finance Committee also ~~meets~~meet in executive session on a routine basis, with only members of the committee present.

The Board’s responsibilities include oversight of risk management, which includes overseeing our system of financial and operational internal controls, our compliance with applicable laws and regulations and our processes for identifying, assessing and managing other significant risks that may affect the company. To discharge these responsibilities, the Board must understand the significant risks to which the company is subject. Risks are inherent in virtually every business decision, and our business strategy creates risks. The Board understands it is neither possible nor prudent to eliminate all risk. Indeed, purposeful, appropriate and managed risk-taking is essential for the company to be competitive and profitable and successfully execute its business strategy. The Board’s objective in overseeing risk management is to satisfy itself that management is identifying and appropriately assessing and managing our significant risks.

Management has implemented a robust enterprise risk management (“ERM”) program, which includes ~~periodic~~annual risk assessments, risk analyses, development of risk plans for enterprise risks, monitoring of enterprise risks and routine reports on enterprise risks and ERM program activities to senior management and the Board. Our ERM process is managed by an Enterprise Risk Committee, comprised of management from across business units and programmatic and functional disciplines within the company. The Enterprise Risk Committee is responsible for developing enterprise risk assessments, developing and monitoring risk mitigation plans for our enterprise risks, monitoring emerging and evolving risks and ~~developing~~generating data and reports ~~and other data~~ to facilitate management decision making and the Board’s risk oversight function. While the Board and its committees oversee risk management, management is responsible for identifying, assessing and managing risks.

The Board and its committees are responsible for understanding and evaluating the company’s ERM processes and determining whether they are achieving their objectives. Management ~~provides a general briefing to~~briefs the Board on an annual basis on the company’s ~~ERM~~overall program, which includes a

report on the results of the company’s latest enterprise risk assessment, a review of the company’s latest roster of enterprise risks, ~~and~~ assessments of the probabilities of such risks occurring and their potential ~~severity.~~severity and assessments of management’s capability of mitigating individual enterprise risks. Management also briefs the Board or a Board committee on a periodic basis on ~~each~~ significant ~~risk,~~risks, which includes a ~~detailed briefing~~report on the risk by management’s risk owner and the related risk mitigation plan. The Board is updated on an interim basis on any changes to the company’s enterprise risk roster and any other material developments affecting the company’s ERM program.

The Governance and Policy Committee is responsible under its charter for developing and recommending to the full Board a methodology for the Board’s oversight of risk management and for monitoring the Board’s oversight of risk management. In connection with this responsibility, the Governance and Policy Committee evaluates the enterprise risk roster developed by company management, allocates oversight responsibilities among the full Board and individual standing Board committees and develops a risk briefing schedule, based upon management’s relative prioritization of enterprise risks.

Oversight of risk management is a continuous process and inherent in the company’s strategic decisions. The Board and its committees facilitate open communication between management and the directors and foster an appropriate culture of integrity and risk awareness. The Board and its committees engage in communications throughout the year with management regarding risk assessment and risk management, and directors are encouraged to and do communicate directly with senior management.

While the full Board has ultimate responsibility for the oversight of risk management, Board committees oversee certain individual enterprise risks relating to matters within the ~~scope~~scopes of their ~~authority~~responsibilities and report to the full Board with respect to this oversight. All standing Board committees play significant roles in the risk management oversight function.

The Audit Committee oversees risks relating to the company’s financial statements, the financial reporting process and accounting and legal matters. The Audit Committee also oversees the internal and external audit functions and compliance with our Code of Ethics and Business Conduct. The Audit Committee meets in executive sessions with our Vice President of Internal Audit and with representatives of our independent auditing firm to discuss our significant financial exposures and management’s processes for monitoring and managing such exposures.

The Compensation Committee evaluates the risks associated with our compensation principles and practices. As discussed in more detail under Compensation Discussion and Analysis beginning on page 3639 of this proxy statement, the Compensation Committee evaluates and approves compensation programs designed to discourage inappropriate risk taking without diminishing the incentive elements of our compensation programs. The Compensation Committee also considers management’s processes for identifying and mitigating potential compensation risks. At least annually, the Compensation Committee is briefed, and reports to the Board, on our senior management succession plan.

The Governance and Policy Committee monitors potential risks to the effectiveness of the Board, including director succession and committee composition, and the principal policies that guide the company’s governance. The Governance and Policy Committee also considers risks relating to the company’s policies and practices with respect to significant public policy and corporate responsibility matters.

The Finance Committee oversees management of risks associated with proposed strategic transactions. The Finance Committee also monitors our financial policies and strategies to ensure their consistency with our capital budget, annual operating plan and strategic plan. In addition, the Finance Committee is responsible for monitoring and overseeing management of risks relating to our capital structure and financial condition, securities issuances, significant borrowing transactions and significant capital expenditures.

In accordance with our Corporate Governance Guidelines, the Board (under the oversight of the Governance and Policy Committee) conducts an annual assessment of the performance of the full Board and individual committees, and the evaluation results are discussed by the Board. The Board is also required to consider the performance of each individual director on a regular basis.

Our insider trading policy prohibits officers, directors and certain employees from engaging in any of the following transactions for their own account: speculative transactions in company securities, pledges of company securities as collateral for a loan or other transaction or hedging transactions involving company securities, including zero cost collar transactions and forward sale contracts.

Our Board of Directors has adopted a Code of Ethics and Business Conduct, which applies to our directors, officers and employees. This code provides officers, directors and employees with guidelines for making ethical decisions while conducting business on behalf of HII and includes the commitments the company has made to its employees, customers, stockholders, communities and suppliers. The code provides guidance on, among other matters, conflicts of interest, corporate opportunities, trading in company securities, political contributions and confidential information. Employees are required to report any conduct they believe in good faith is an actual or apparent violation of the code. The Code of Ethics and Business Conduct includes provisions applicable to our senior financial officers, as required by SEC rules.

Our Code of Ethics and Business Conduct is available on our website at www.huntingtoningalls.com and is available in print to any stockholder requesting a copy. We will post any amendments to our Code of Ethics and Business Conduct on our website. If we waive a provision of the Code of Ethics and Business Conduct with respect to our chief executive officer, chief financial officer or principal accounting officer, we will post information about the waiver at the same location on our website.

None of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or our Compensation Committee. Accordingly, no interlocks with other companies, within the meaning of the SEC’s proxy rules, existed during 2016.

The Board held ~~five~~six meetings in ~~2015,~~2016, and each of ~~these~~the five regular Board meetings included an executive session of independent directors. In addition, the Board held 22 committee meetings, comprised of six Audit Committee, five Compensation Committee, five Governance and Policy Committee and six Finance Committee meetings. Each director attended 75% or more of the meetings of the Board and the committees on which he or she served during ~~2015.~~2016.

Our Corporate Governance Guidelines establish an expectation that all directors will attend annual meetings of stockholders. All of our directors who were directors or nominees at the time of the ~~2015~~2016 annual meeting of stockholders attended the annual ~~meeting, except Dr. Bruner.~~meeting.

We indemnify our directors and our elected officers to the fullest extent permitted by law, so they can be free from undue concern about personal liability in connection with their service to HII. Our bylaws require this indemnification, and we have also entered into agreements with each director and elected officer contractually obligating us to provide this indemnification to him or her.

We welcome communications from our stockholders and other interested parties, and we make information we believe is important to our stockholders and interested parties available on our website. The following sections describe: how stockholders and other interested parties can communicate with the Board; the information we make available to our stockholders and other interested parties and where you can find that information; and the procedures that stockholders must follow to propose matters for consideration at our annual meetings or to nominate persons for election as directors at our annual meetings.

Stockholders and other interested parties can communicate with the Board, ournon-executive Chairman, our independent directors as a group, individual directors or any of the standing Board committees in care of the Corporate Secretary, Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. At the direction of the Board, all mail received may be opened and screened for security purposes.

Communications from stockholders and other interested parties are distributed to the Board, a committee or ~~any~~an individual director or directors, as appropriate, depending on the facts and circumstances of the communication. The Board has requested that certain items unrelated to the duties and responsibilities of the Board be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; and surveys. In addition, communications that are unduly hostile, threatening or similarly unsuitable will be excluded. Notwithstanding the foregoing, any communication will be made available to any director upon his or her request.

Our website contains our Restated Certificate of Incorporation, Certificates of Amendment of Restated Certificate of Incorporation, Restated Bylaws, Corporate Governance Guidelines, standing Board committee charters and Code of Ethics and Business ~~Conduct and a link to our SEC filings.~~Conduct. To view these documents, go to www.huntingtoningalls.com, click on “Investor Relations” and click on ~~“Corporate Governance.”~~“Leadership & Governance” under the “Company Information” drop-down box. We will post any amendments to our Code of Ethics and Business Conduct on our website. If we waive a provision of the Code of Ethics and Business Conduct with respect to our chief executive officer, chief financial officer or principal accounting officer, we will post information about the waiver at the same location on our website. To view our SEC filings and Forms 3, 4 and 5 filed by our directors and executive officers, go to www.huntingtoningalls.com, click on “Investor Relations” and click on “SEC ~~Filings.”~~Filings” under the “Financial Information” drop-down box.

We will promptly deliver free of charge to any requesting stockholder a copy of our Annual Report on Form10-K for the year ended December 31, ~~2015~~2016 (without exhibits), Corporate Governance Guidelines, standing Board committee charters and Code of Ethics and Business Conduct. Requests should be directed to: Corporate Secretary, Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607.

You can also print copies of these documents from our website at www.huntingtoningalls.com. The information on our website is not a part of this proxy statement.

Stockholders may present proposals for consideration at a future meeting of stockholders only if they comply with the requirements of the proxy rules established by the SEC and the requirements of our bylaws.

Under SEC Rule14a-8, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our ~~2017~~2018 annual meeting of stockholders, the proposal must be received by us by November ~~18, 2016,~~22, 2017, at our principal executive offices located at Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. The proposal should be sent to the attention of the Corporate Secretary.

Article II, Section 2.08 of our bylaws contains the procedures that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders outside of SEC Rule14a-8. Assuming that our ~~2017~~2018 annual meeting is held within 30 days before or after the anniversary of the ~~2016~~2017 annual meeting ~~(April 29, 2016)~~(May 3, 2017), we must receive the notice of your intention to introduce a nomination or to propose an item of business at our ~~2017~~2018 annual meeting not less than 90 days nor more than 120 days in advance of the anniversary of the date on which we first mailed the proxy materials for our ~~2016~~2017 annual meeting (March ~~18, 2016)~~22, 2017), or between November ~~18, 2016~~22, 2017 and December ~~18, 2016.~~22, 2017.

The notice must be submitted in writing to our principal executive offices located at Huntington Ingalls Industries, Inc., 4101 Washington Avenue, Newport News, Virginia 23607. The notice should be sent to the attention of the Corporate Secretary. Our bylaws specify the information that must be contained in the notice. Our bylaws are posted on our website, www.huntingtoningalls.com, and can be accessed by clicking “Investor Relations” and ~~“Corporate Governance.”~~“Leadership & Governance” under the “Company Information” drop-down box.

Article II, Section 2.15 of our bylaws contains the procedures eligible stockholders must follow to nominate persons for election as directors and to have those candidates included in our proxy ~~materials.~~materials (proxy access). Assuming that our ~~2017~~2018 annual meeting of stockholders is held within 30 days before or after the anniversary of the ~~2016~~2017 annual meeting ~~(April 29, 2016)~~(May 3, 2017), we must receive the notice of your intention to make a proxy access nomination not less than 120 days nor more than 150 days in advance of the anniversary of the date on which we first mailed the proxy materials for our ~~2016~~2017 annual meeting (March ~~18, 2016)~~22, 2017), or between October ~~19, 2016~~23, 2017 and November ~~18, 2016.~~

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Executive Compensation
Plan, HII Northrop Grumman Pension Plan, HII Newport News Shipbuilding Inc. Retirement Plan and HII Avondale Industries, Inc. Pension Plan formulas and the later of age 65 and three years of vesting service for the cash balance formula.
Early Retirement. Early retirement eligibility for the historical HII Newport News Shipbuilding Inc. Retirement Plan, the HII Northrop Grumman Pension Plan, the HII Avondale Industries, Inc. Pension Plan and the cash balance formulas occurs when the participant both attains age 55 and completes ten years of service. Early retirement for the HII Electronic Systems Pension Plan can occur when the participant either attains age 58 and completes 30 years of service or attains age 60 and completes ten years of service. Alternatively, an HII Electronic Systems Pension Plan participant may elect to commence an actuarially reduced vested benefit at any time following termination. Early retirement benefits under both the historical and cash balance formulas may be reduced for commencement prior to normal retirement to reflect the longer period of time over which the benefit will be paid.
All ~~Named Executive Officers~~NEOs (with the exception of Ms. Walker) have completed ten or more years of service. Accordingly, each of ~~Mr.~~Messrs. Petters, ~~Ms. Niland, Mr.~~ Mulherin, Kastner and ~~Mr.~~ Cuccias will be eligible for early retirement under the Huntington Ingalls Industries Retirement Plan “B” (which includes historical benefits from the HII Electronic Systems Pension Plan, the HII Northrop Grumman Pension Plan and the HII Avondale Industries, Inc. Pension Plan) or the HII Newport News Shipbuilding Inc. Retirement Plan, as applicable, upon attainment of the early retirement age requirement. Early retirement benefits for each ~~Named Executive Officer~~NEO cannot commence prior to termination of employment.
Description of Nonqualified Plans
Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2. This plan is a nonqualified plan that provides benefits that would have been paid under the Huntington Ingalls Industries Retirement Plan “B” but for the IRC Section 401(a)(17) limit on the amount of compensation that must be taken into account under a qualified plan. The definition of compensation under this plan also includes compensation under deferred compensation plans. Benefits under this plan are subject to a general limitation of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the Officers Supplemental Executive Retirement Program (“OSERP”)) for all company pension benefits. Optional forms of payment are generally the same as those from the qualified plan, plus a13-month delayed lump sum option on a portion of the benefit. Reductions for early retirement apply in the same manner as under the associated qualified plan.
Ms. Niland began participation under the plan on July 1, 2003, the date the plan was amended to cover HII Electronic Systems Pension Plan participants. Mr. Kastner began participation under the plan when he reached applicable pay grades for inclusion in the plan.
HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan. This plan is a nonqualified plan that provides benefits that would have been paid under the HII Newport News Shipbuilding Inc. Retirement Plan but for the IRC Section 401(a)(17) limit on the amount of compensation that must be taken into account under a qualified plan and the IRC Section 415 limit on benefits that may be paid under a qualified plan. The definition of compensation under this plan also includes compensation under deferred compensation plans. Benefits under the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan are subject to a general limitation of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the OSERP for all
~~Executive Compensation~~~~(Continued)~~
pension benefits). Optional forms of payment are the same as those under the HII Newport News Shipbuilding Inc. Retirement Plan. Reductions for early retirement apply in the same manner as under the HII Newport News Shipbuilding Inc. Retirement Plan.
Messrs. Petters and Mulherin began participation under the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan when they reached applicable pay grades for inclusion in the plan.
68    Huntington Ingalls Industries, Inc.
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HII Electronic Systems Executive Pension Plan.This plan is a nonqualified plan, frozen to new entrants on July 1, 2003. It provides a gross supplemental pension equal to 1.47% of final average pay for each year or portion thereof that the participant was making maximum contributions to the HII Electronic Systems Pension Plan or predecessor plan. Final average pay is the average of the highest five annualized base salaries at December of each year on or after 1995 plus the average of the highest five annual incentive payments since January 1, 1995.
The final HII Electronic Systems Executive Pension Plan benefit is reduced by benefits from the Huntington Ingalls Industries Retirement Plan “B” and Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2. Participants vest in their HII Electronic Systems Executive Pension Plan benefits upon attaining age 58 and completion of 30 years of service, attaining age 60 and completion of ten years of service or attaining age 65 and completion of five years of service. These milestones must be attained prior to termination from the company. ~~Currently, Ms. Niland is not vested in her HII Electronic Systems Executive Pension Plan benefits.~~ Optional forms of payment are the same as those under the HII Electronic Systems Pension Plan. Ms. Niland is not eligible to receive a benefit from the HII Electronic Systems Executive Pension Plan, because she did not meet the age and service vesting requirements at the time of her retirement.
HII Litton Industries, Inc. Restoration Plan. This plan is a nonqualified plan that provides benefits that would have been paid under the Huntington Ingalls Industries Retirement Plan “B” but for the IRC Section 401(a)(17) limit on the amount of compensation that must be taken into account under a qualified plan. The definition of compensation under this plan also includes compensation under deferred compensation plans. Benefits under this plan are subject to a general limitation for all company pension benefits of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the OSERP). Optional forms of payment are generally the same as those from the qualified plan, plus a13-month delayed lump sum option on a portion of the benefit. Reductions for early retirement apply in the same manner as under the associated qualified plan.
Mr. Cuccias began participating in the HII Litton Industries, Inc. Restoration Plan on July 1, 2003, when the plan was amended to cover thenon-represented participants of HII Avondale Industries, Inc.
Avondale Industries, Inc. Restated Supplemental Pension Plan. This plan is a nonqualified plan that provides a supplemental pension equal to 15% of final average pay multiplied by a fraction of actual benefit service divided by projected years of service to early retirement date, where the fraction shall not exceed one. Final average pay is the average of the five consecutive highest paid years out of the last ten years of employment. The definition of compensation under this plan also includes compensation under deferred compensation plans. Optional forms of payment and reductions for early retirement are generally the same as those from the HII Avondale Industries, Inc. Pension Plan.
Mr. Cuccias began participating in the Avondale Industries, Inc. Restated Supplemental Pension Plan when he was designated a participant by the Avondale Board of Directors.
Officers Supplemental Executive Retirement Program. The Officers Supplemental Executive Retirement Program is a nonqualified plan frozen to new entrants on July 1, 2008. Accordingly, officers hired on or after this date and any promoted officers who do not participate in a qualified defined
~~Executive Compensation~~~~(Continued)~~
benefit pension plan are not allowed to participate in the plan. They instead participate in the Huntington Ingalls Industries Officers Retirement Account Contribution Plan, which is a defined contribution plan arrangement.
Ms. Niland, Mr. Cuccias, Mr. Kastner and Mr. Mulherin participate in the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program, which provides a total pension benefit equal to a percentage of final average pay (the average pay without the IRC Section 401(a)(17) limit and including deferred compensation in the three highest-paid plan years during the greater of (i) the last ten consecutive years of participation, or (ii) all consecutive years of participation since January 1, 1997)
2017 Notice and Proxy Statement    69
Executive Compensation
where the percentage is determined by the following formula: 2% for each year of service up to ten years, 1.5% for each subsequent year up to 20 years, and 1% for each additional year over 20 and less than 45, less any other HII pension benefits. Under the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program, all years of service with HII are used to determine the final percentage.
The Huntington Ingalls Industries Officers Supplemental Executive Retirement Program benefit, when combined with all HII pension benefits, cannot exceed the general limit of 60% of final average pay (reduced for early retirement, if applicable, according to the rules of the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program). Optional forms of payment are generally the same as those under the qualified plan, plus a13-month delayed lump sum option on a portion of the Huntington Ingalls Industries Officers Supplemental Executive Retirement Program benefit.

Normal Retirement: Age 65.

Early Retirement: Age 55 and completion of ten years of service. Benefits are reduced by the lesser of 2.5% for each year between retirement age and age 65, or 2.5% for each point less than 85 at retirement. Points are equal to the sum of age and years of service.

Vesting: Participants vest in their Huntington Ingalls Industries Officers Supplemental Executive Retirement Program benefits upon attaining age 55 and completion of ten years of service or attaining age 65 and completion of five years of service. These milestones must be attained prior to termination from HII.
Special Officer Supplemental Executive Retirement Plan. The Special Officer Supplemental Executive Retirement Plan is a nonqualified plan, limited to the Chief Executive Officer of the company as of March 31, 2011. Mr. Petters is eligible to participate in the Special Officer Supplemental Executive Retirement Plan, which provides a pension equal to the greater of the amount accrued under the OSERP formula or the benefit calculated using the Special Officer Supplemental Executive Retirement Plan provisions.
The Special Officer Supplemental Executive Retirement Plan provides a total pension benefit equal to a percentage of final average pay (the average pay without the IRC Section 401(a)(17) limit and including deferred compensation of the three highest-paid plan years after 1996) where the percentage is determined by the following formula: 3.33% for each year of service up to ten years, 1.5% for each subsequent year up to 20 years and 1% for each additional year over 20 less any other HII pension benefits accrued while a participant in the Special Officer Supplemental Executive Retirement Plan. Only service while a participant in the Special Officer Supplemental Executive Retirement Plan is used to determine the final percentage.
~~Executive Compensation~~~~(Continued)~~
The Special Officer Supplemental Executive Retirement Plan benefit, when combined with all pension benefits, cannot exceed the general limit of 60% of final average pay (reduced for early retirement, if applicable), according to the rules of the Special Officer Supplemental Executive Retirement Plan. Optional forms of payment are generally the same as those under the qualified plan, plus a13-month delayed lump sum option on a portion of the Special Officer Supplemental Executive Retirement Plan benefit.

Normal Retirement: Age 65.

Early Retirement: The later of the first day of the month following termination or the commencement of the participant’s qualified plan benefit. Benefits are reduced by the lesser of 2.5% for each year between retirement age and age 65, or 2.5% for each point less than 85 at retirement. Points are equal to the sum of age and years of service.

Vesting: Participants vest in their Special Officer Supplemental Executive Retirement Plan benefits when they have vested in their qualified plan benefits.
70    Huntington Ingalls Industries, Inc.
Executive Compensation
Huntington Ingalls Industries Omnibus Supplemental Retirement Plan. Effective December 31, 2014, the following plans were consolidated to form the Huntington Ingalls Industries Omnibus Supplemental Retirement Plan: HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan, HII Electronic Systems Executive Pension Plan, Avondale Industries, Inc. Restated Supplemental Pension Plan, HII Litton Industries, Inc. Restoration Plan and Special Officer Supplemental Executive Retirement Plan. The consolidation does not affect the benefits amounts payable to the participants.
Section 409A Restrictions on Timing and Optional Forms of Payment. Under IRC Section 409A, employees who participate in company-sponsored nonqualified plans, such as the Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2, the HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan, the HII Electronic Systems Executive Pension Plan, the HII Litton Industries, Inc. Restoration Plan, the Avondale Industries, Inc. Restated Supplemental Pension Plan, the Special Officer Supplemental Executive Retirement Plan and the Officers Supplemental Executive Retirement Plan, are subject to special rules regarding the timing and forms of payment for benefits earned or vested after December 31, 2004 (“post-2004 benefits”). Payment of post-2004 benefits must begin on the first day of the month coincident with or following the later of attainment of age 55 and termination from the company. The optional forms of payment for post-2004 benefits are limited to a single life annuity or a selection of joint and survivor options.
Specific Assumptions Used to Estimate Present Values. The following assumptions were used to estimate the present values in the Pension Benefits table:

Assumed Retirement Age: For all plans, pension benefits are assumed to begin at the earliest retirement age that the participant can receive an unreduced benefit payable from the plan. Officers Supplemental Executive Retirement Program and Special Officer Supplemental Executive Retirement Plan benefits are first unreduced once ~~a Named Executive Officer~~an NEO reaches age 55 and accumulates 85 points or reaches age 65. For the HII Electronic Systems Pension Plan (Part A and B benefits), the associated Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 (Part B benefits) and the HII Electronic Systems Executive Pension Plan, vested benefits are first unreduced for ~~a Named Executive Officer~~an NEO at the earlier of age 58 and completion of 30 years of service or age 65. HII Newport News Shipbuilding Inc. Retirement Plan and associated HII Newport News Shipbuilding Inc. Retirement Restoration Plan benefits (Part A and B benefits) are first unreduced at the earlier
of age 62 and completion of ten years of service or age 65. For the HII Avondale Industries, Inc. Pension Plan (Part A and B benefits), the associated HII Litton Industries, Inc. Restoration Plan (Part A and B benefits) and the Avondale Industries, Inc. Restated Supplemental Pension Plan, benefits are first unreduced for an NEO at age 65. For the HII Northrop Grumman Pension Plan (Part A and B benefits) and the associated Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 (Part A and B benefits), vested benefits are first unreduced once an NEO reaches age 55 and accumulates 85 points or reaches age 65. Given each NEO’s period of service, cash balance benefits (Part C and D benefits) will be converted to an annuity on an unreduced basis starting at age 55.
2017 Notice and Proxy Statement    71
Executive Compensation~~(Continued)~~

of age 62 and completion of ten years of service or age 65. For the HII Avondale Industries, Inc. Pension Plan (Part A and B benefits), the associated HII Litton Industries, Inc. Restoration Plan (Part A and B benefits) and the Avondale Industries, Inc. Restated Supplemental Pension Plan, benefits are first unreduced for a Named Executive Officer at age 65. Given each Named Executive Officer’s period of service, cash balance benefits (Part C and D benefits) will be converted to an annuity on an unreduced basis starting at age 55.
When portions of ~~a Named Executive Officer’s~~an NEO’s benefit under the “Part A + Max (Part B or Part C) + Part D” structure have different unreduced retirement ages, the later unreduced age is used for the entire benefit.

Discount Rate: The applicable discount rates are as follows:

Plan Name
   12/31/2015
(%)    12/31/2014
(%)    12/31/2016
(%)    12/31/2015
(%)
Huntington Ingalls Industries Supplemental Plan 2
   4.79       4.38       4.53    4.79
HII Newport News Shipbuilding Inc. Retirement Plan
   4.68       4.25       4.40    4.68
HII Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan
   4.75       4.38       4.52    4.75
Huntington Ingalls Industries Retirement Plan “B”
   4.77       4.40       4.52    4.77
HII Electronic Systems Executive Pension Plan
   4.75       4.38       4.52    4.75
Avondale Industries, Inc. Restated Supplemental Pension Plan
   4.75       4.38       4.52    4.75
HII Litton Industries, Inc. Restoration Plan
   4.75       4.38       4.52    4.75
Officers Supplemental Executive Retirement Program
   4.77       4.41       4.54    4.77
Special Officer Supplemental Executive Retirement Plan
   4.75       4.38       4.52    4.75

Mortality Table: A variation of theRP-2014 andMP-2014 mortality tables, adjusted to reflect the company’s experience and expectations.

Present Values: Present values are calculated using the Assumed Retirement Age, Discount Rate and Mortality Table described above; they assume nopre-retirement mortality, disability or termination and that the ~~Named Executive Officer~~NEO remains employed until his earliest unreduced retirement age.

Future Investment Crediting Rate Assumption: Cash balance amounts are projected to the Assumed Retirement Age based on the future investment crediting rate assumptions of ~~2.84% as of December 31, 2014, and~~ 3.23% as of December 31, ~~2015.~~2015, and 2.97% as of December 31, 2016. These rates are used in conjunction with the discount rate to estimate the present value amounts for cash balance benefits.
Information on Executives Eligible to Retire.Messrs. Cuccias, Mulherin and Petters are eligible to retire early and begin pension benefits immediately under all plans in which they participate. Their total annual immediate benefit, assuming they had terminated on December 31, ~~2015,~~2016, is ~~$292,972~~$395,918 for Mr. Cuccias, ~~$549,793~~$546,668 for Mr. Mulherin and ~~$1,586,475~~$1,647,404 for Mr. Petters.
Ms. Niland retired on March 1, 2016, and will receive pension benefits from the Huntington Ingalls Industries Retirement Plan “B,” Huntington Ingalls Industries Supplemental Plan 2—ERISA Supplemental Program 2 and OSERP. Her total annual benefit payable under the joint and 100% to surviving spouse option is ~~$600,437.76~~
~~Executive Compensation~~~~(Continued)~~
$628,750.

~~2015~~72    Huntington Ingalls Industries, Inc.
Executive Compensation
2016 Nonqualified Deferred Compensation Table
The following table summarizes our ~~Named Executive Officers’~~NEOs’ compensation under our nonqualified deferred compensation plans.
~~2015~~2016 Nonqualified Deferred Compensation

Name
   Plan Name    Executive
Contributions
in Last FY
(1)($)    Registrant
Contributions
in Last FY
(2)($)    Aggregate
Earnings
in Last FY
(3)($)    Aggregate
Withdrawals/
Distributions
($)    Aggregate
Balance
at Last
FYE
(4)($)    Plan Name Executive
Contributions
in Last FY
(1) ($) Registrant
Contributions
in Last FY
(2) ($) Aggregate
Earnings
in Last FY
(3) ($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last
FYE (4)
($)
C. Michael Petters
   Deferred Compensation    —         —         9,565       —         3,144,529       Deferred Compensation — — 179,386 — 3,323,915
   Savings Excess    —         —         —         —         —
Barbara A. Niland
   Deferred Compensation    —         —         —         —         —
Savings Excess    240,935       41,018       34,771       —         1,735,446
C. Michael Petters
Savings Excess — — — — —
   Deferred Compensation — — — — —
Christopher D. Kastner
Savings Excess 77,385 30,954 25,849 — 333,306
   Savings Excess    —         8,415       95       —         8,510       Savings Excess 20,798 13,519 2,482 — 45,309
   ORAC    —         19,015       -298       —         18,717
Kellye L. Walker
ORAC 49,678 48,689 17,423 — 134,506
   Deferred Compensation    —            12,283       —         1,963,966       Deferred Compensation — — 100,013 — 2,063,979
Matthew J. Mulherin
Savings Excess    63,116       31,558       522       —         397,386    Savings Excess 1,585 792 19,146 — 418,909
   Deferred Compensation    —         —         —         —         —         Deferred Compensation — — — — —
Brian J. Cuccias
Savings Excess    38,768       22,615    �� -6,423       —         269,032    Savings Excess 43,168 28,060 37,834 — 378,095
ORAC    —         —         —         —         —
   ORAC — — — — —
Barbara A. Niland, retired
   Deferred Compensation — — — — —
Savings Excess 170,700 29,774 37,618 411,031 1,562,507

(1) Executive contributions in this column also are included in the salary andnon-equity incentive plan columns of the ~~2015~~2016 Summary Compensation Table.

(2) Company contributions in this column are included under the All Other Compensation column in the ~~2015~~2016 Summary Compensation Table and the ~~2015~~2016 All Other Compensation table.

(3) Aggregate earnings in the last fiscal year are not included in the ~~2015~~2016 Summary Compensation Table because they are not above market or preferential.

(4) The only amounts reflected in this column that previously were reported as compensation to the ~~Named Executive Officer~~NEO in the Summary Compensation Table are executive and company contributions for the respective fiscalyear-end and only if the ~~Named Executive Officer~~NEO was reported as ~~a Named Executive Officer~~an NEO for each respective year. Aggregate earnings in this column were not reported previously in the Summary Compensation Table.

Ms. Walker’s aggregate SEP account balance consists of $22,302 in employee contributions.
Mr. Mulherin’s aggregate SEP account balance consists of $287,043 in employee contributions.
Mr. Cuccias’ aggregate SEP account balance consists of $244,254 in employee contributions.
Ms. Niland’s aggregate SEP account balance consists of ~~$1,469,092~~$1,331,572 in employee contributions.

Mr. ~~Mulherin’s~~Kastner’s aggregate SEP account balance consists of ~~$272,375~~$226,609 in employee contributions.
~~Mr. Cuccias’ aggregate SEP account balance consists of $176,364 in employee contributions.~~
The material terms of the deferred compensation plans in which our ~~Named Executive Officers~~NEOs participate are summarized below:

The “Deferred Compensation Plan” was the Northrop Grumman Deferred Compensation Plan, which was closed to future contributions at the end of 2010. Prior to 2011, eligible executives were allowed to defer a portion of their salary and bonus. No company contributions were made to the plan.
~~Executive Compensation~~~~(Continued)~~

The “Savings Excess Plan” is described below. No above market earnings are provided under the plan.

The Savings Excess Plan allows eligible participants to defer between 1% and 75% of salary and annual incentive payments above the limits mandated by the IRS. The company provides a matching contribution of up to 4%, based on a participant contribution rate of 8%. Participants are immediately 100% vested in their accounts and are allowed to make elections regarding how their account balances will be deemed invested for purposes of crediting earnings to the account by selecting investments from a limited list of investment options selected by the administrator.

2017 Notice and Proxy Statement    73
Executive Compensation
are immediately 100% vested in their accounts and are allowed to make elections regarding how their account balances will be deemed invested for purposes of crediting earnings to the account by selecting investments from a limited list of investment options selected by the administrator.
Based onupon an advance election, payment is made in a lump sum or installments over a period of up to 15 years. Neitherin-service distributions nor hardship withdrawals are allowed under this plan.

The “ORAC” covers those elected and appointed officers hired on or after July 1, 2008, who are not eligible for defined benefit retirement plans. Enrollment is automatic, and the company contributes an amount equal to 4% of the officer’s eligible compensation.
All deferred compensation that was not earned and vested before January 1, 2005, is subject to the requirements of IRC Section 409A. Those requirements largely restrict an executive’s ability to control the form and timing of distributions from nonqualified plans such as those listed in this table.
Potential Payments Upon Termination or Change in Control
The tables below provide estimated payments and benefits that we would have provided each NEO if his or her employment had terminated on December 31, ~~2015,~~2016, for specified reasons. This information is based upon the assumption that employment terminates on December 31, ~~2015,~~2016, and uses the closing price of our common stock of ~~$126.85~~$184.19 on the NYSE as of December ~~31, 2015.~~30, 2016. These payments and benefits are provided under the following plans:

The Severance Plan for Elected and Appointed Officers

The 2011 Long-Term Incentive Stock Plan and terms and conditions of equity awards

The 2012 Long-Term Incentive Stock Plan and terms and conditions of equity awards

The Special Officer Retiree Medical Plan
We summarize below these plans before providing the estimated payment and benefit amounts in the tables. Due to the many factors that affect the nature and amount of any benefits provided upon the termination events discussed below, any actual amounts paid or distributed to our ~~Named Executive Officers~~NEOs may be different. Factors that may affect these amounts include timing during the year of the occurrence of the event, our stock price and the ~~Named Executive Officer’s~~NEO’s age.
The amounts described in the tables below are in addition to each ~~Named Executive Officer’s~~NEO’s benefits described in the Pension Benefits and Nonqualified Deferred Compensation tables, as well as benefits generally available to our employees such as distributions under our 401(k) plan, disability and life insurance benefits and accrued vacation.
~~Executive Compensation~~~~(Continued)~~
Severance Plan
Upon a “qualifying termination” (defined below), we have discretion to provide severance benefits to our ~~Named Executive Officers~~NEOs under The Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries (“Severance Plan”). Provided the ~~Named Executive Officer~~NEO signed a release, such executive would have received:

a lump sum severance benefit equal to 1.5 times base salary and target bonus;

continued medical and dental premium payments for 18 months following the date of termination;

74    Huntington Ingalls Industries, Inc.
Executive Compensation
financial planning expense reimbursement for fees incurred in the year in which the date of termination occurs (limited to $15,000) and any fees incurred in the year following the year in which the date of termination occurs (limited to $15,000); and

outplacement services reimbursement for fees incurred within one year after the date of termination (limited to 15% of base salary as of the date of termination).
A “qualifying termination” means one of the following:

an involuntary termination of employment of the ~~Named Executive Officer,~~NEO, other than termination for cause or mandatory retirement; or

~~a Named Executive Officer’s~~an NEO’s election to terminate employment with us in lieu of accepting a downgrade to anon-officer position or status.
Terms of Equity Awards Under the 2011 Plan and 2012 Plan
The terms of equity awards to our ~~Named Executive Officers~~NEOs under the 2011 Plan and 2012 Plan provide for prorated or accelerated vesting if ~~a Named Executive Officer~~an NEO terminates for certain reasons. For stock options and RPSRs, accelerated vesting of a portion of each award occurs upon a termination due to death, disability or retirement (after age 55 with ten years of service or mandatory retirement at age 65). An extended exercise period is also provided for options under these circumstances. For RSRs, accelerated vesting occurs upon a termination due to death or disability.
For purposes of estimating the payments due under RPSRs below, our performance is assumed to be at target levels through the close of each three-year performance period, and we include accrued DEUs for awards granted in 2012 and later.
The terms of equity awards to our ~~Named Executive Officers~~NEOs under the 2011 Plan and 2012 Plan also provide for accelerated vesting of stock options, RPSRs and RSRs in the event that the ~~Named Executive Officer~~NEO is terminated in a qualifying termination related to a change in control (see ~~“Change-in-Control~~“Change-in-Control Benefits” below).
Payouts of RPSRs for retirements and terminations is made during the normal process for payouts, which occurs during the first quarter following the end of the performance period.
~~Executive Compensation~~~~(Continued)~~
Special Officer Retiree Medical Plan
The Special Officer Retiree Medical Plan (“SORMP”) was closed to new participants in 2007. Mr. Petters is the only ~~Named Executive Officer~~NEO eligible for SORMP benefits.
~~Named Executive Officers~~NEOs who are vested participants in the SORMP are entitled to retiree medical benefits pursuant to the terms of the SORMP. The coverage is essentially a continuation of the ~~Named Executive Officer’s~~NEO’s executive medical benefits plus retiree life insurance. A participant becomes vested if he or she has either five years of vesting service as an elected officer or 30 years of total service with the company and its affiliates. A vested participant can commence SORMP benefits at retirement before age 65 if he has attained age 55 and ten years of service. The estimated cost of the SORMP benefit reflected in the tables below is the present value of the estimated cost to provide future benefits using actuarial calculations and assumptions.
2017 Notice and Proxy Statement    75
Executive Compensation
Potential Payments upon Termination of Employment
The following tables show the values of payments and other benefits due to our ~~Named Executive Officers~~NEOs under the Severance Plan for Elected and Appointed Officers of Huntington Ingalls Industries and the 2011 Plan and 2012 Plan, assuming a termination of employment as of December 31, ~~2015.~~2016.
Change-in-Control Followed by Termination Payments Summary

   Petters    Niland    Walker    Mulherin    Cuccias Petters Kastner Walker Mulherin Cuccias Niland
Severance
   $3,206,250       $1,444,575       $1,313,250       $1,313,250       $1,147,500    $ 1,781,252 $ 1,211,250 $ 1,313,250 $ 1,313,250 $ 1,313,250 —
Bonus (Actual Earned in 2015)¹
   $2,102,736       $793,100       $721,000       $470,453       $613,463
Bonus (Actual Earned in 2016)¹
$ 2,018,750 $ 565,250 $ 612,850 $ 540,750 $ 630,877 —
Unvested RS/RSU Value
   $0       $0       $389,765       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Stock Option Value
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Performance-Based RS/RSU Value²
   $26,561,048       $8,810,493       $813,743       $7,645,359       $3,221,896    $ 23,413,254 $ 5,463,386 $ 2,463,659 $ 6,555,449 $ 5,322,855 —
Health and Welfare Benefits
   $26,407       $26,407       $34,995       $26,407       $35,051    $ 27,627 $ 36,581 $ 36,581 $ 27,627 $ 35,051 —
Retiree Medical (SORMP)³
   $477,405                $ 486,740 $ 0 $ 0 $ 0 $ 0 —
Financial Planning and Outplacement
   $172,500       $114,975       $107,250       $107,250       $97,500    $ 172,500 $ 101,250 $ 107,250 $ 107,250 $ 107,250 —
Total Payments Before Excise Tax Response
   $32,546,346       $11,189,551       $3,380,003       $9,562,719       $5,115,409    $ 27,900,122 $ 7,377,716 $ 4,533,590 $ 8,544,326 $ 7,409,283 —
Forfeiture Due to Alternative Cap (If Applicable)
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Total Payments After Excise Tax Response
   $32,546,346       $11,189,551       $3,380,003       $9,562,719       $5,115,409    $ 27,900,122 $ 7,377,716 $ 4,533,590 $ 8,544,326 $ 7,409,283 —

¹
Pro-rata bonus paid upon termination is based on target. Actual bonuses paid for performance during ~~2015~~2016 exceeded target and are shown in the table above.
²
~~2013-2015~~2014-2016 RPSR cycle paid based on actual performance through 12/31/~~2015.~~2016. All unvested cycles fully accelerate at target.
³
Represents present value of the vested ~~Special Officer Retiree Medical Plan (SORMP).~~SORMP. Mr. Petters is the only participant in this program.
~~Executive Compensation~~~~(Continued)~~
Involuntary Termination Not For Cause or Good Reason Termination by Executive

   Petters    Niland    Walker    Mulherin    Cuccias Petters Kastner Walker Mulherin Cuccias Niland
Severance
   $3,206,250       $1,444,575       $1,313,250       $1,313,250       $1,147,500    $ 1,781,252 $ 1,211,250 $ 1,313,250 $ 1,313,250 $ 1,313,250 —
Bonus (Actual Earned in 2015)¹
   $2,102,736       $793,100       $721,000       $470,453       $613,463
Bonus (Actual Earned in 2016)¹
$ 2,018,750 $ 565,250 $ 612,850 $ 540,750 $ 630,877 —
Unvested RS/RSU Value
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Stock Option Value
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Performance-Based RS/RSU Value²
   $22,596,807       $7,526,385       $0       $6,531,034       $2,345,635    $ 18,170,662 $ 2,879,148 $ 0 $ 5,063,403 $ 4,065,668 —
Health and Welfare Benefits
   $26,407       $26,407       $34,995       $26,407       $35,051    $ 27,627 $ 36,581 $ 36,581 $ 27,627 $ 35,051 —
Retiree Medical (SORMP)³
   $477,405       $0       $0       $0       $0    $ 486,740 $ 0 $ 0 $ 0 $ 0 —
Financial Planning and Outplacement
   $172,500       $114,975       $107,250       $107,250       $97,500    $ 172,500 $ 101,250 $ 107,250 $ 107,250 $ 107,250 —
Total Payments
   $28,582,105       $9,905,442       $2,176,495       $8,448,394       $4,239,149    $ 22,657,530 $ 4,793,479 $ 2,069,931 $ 7,052,280 $ 6,152,096 —

¹
Pro-rata bonus paid upon termination is based on target. Actual bonuses paid for performance during ~~2015~~2016 exceeded target and are shown in the table above.
²
~~2013-2015~~2014-2016 RPSR cycle paid based on actual performance through 12/31/~~2015. Mr.~~2016. Messrs. Petters, ~~Ms. Niland, Mr.~~ Mulherin, and ~~Mr.~~ Cuccias are retirement ~~eligible. Unvested~~eligible; unvested cycles arepro-rated at target.
Ms. Walker and Mr. Kastner are not retirement eligible and therefore would forfeit the 2015-2017 and 2016-2018 cycles.
³
Represents present value of the vested ~~Special Officer Retiree Medical Plan (SORMP).~~SORMP. Mr. Petters is the only participant in this program.
76    Huntington Ingalls Industries, Inc.
Executive Compensation
Termination Due to Death or Disability

   Petters    Niland    Walker    Mulherin    Cuccias Petters Kastner Walker Mulherin Cuccias Niland
Bonus (Actual Earned in 2015)¹
   $2,102,736       $793,100       $721,000       $470,453       $613,463
Bonus (Actual Earned in 2016)¹
$ 2,018,750 $ 565,250 $ 612,850 $ 540,750 $ 630,877 —
Unvested RS/RSU Value
   $0       $0       $389,765       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Stock Option Value
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 —
Unvested Performance-Based RS/RSU Value²
   $22,596,807       $7,526,385       $248,644       $6,531,034       $2,345,635    $ 18,170,662 $ 4,112,512 $ 1,187,032 $ 5,063,403 $ 4,065,668 —
Retiree Medical (SORMP)³
   $477,405       $0       $0       $0       $0    $ 486,740 $ 0 $ 0 $ 0 $ 0 —
Total Payments
   $25,176,948       $8,319,485       $1,359,408       $7,001,487       $2,959,098    $ 20,676,152 $ 4,677,762 $ 1,799,882 $ 5,604,153 $ 4,696,545 —

¹
Pro-rata bonus paid upon termination is based on target. Actual bonuses paid for performance during ~~2015~~2016 exceeded target and are shown in the table above.
²
~~2013-2015~~2014-2016 RPSR cycle paid based on actual performance through 12/31/~~2015. Unvested~~2016; unvested cycles are prorated at target.
³
Represents present value of the vested ~~Special Officer Retiree Medical Plan (SORMP).~~SORMP. Mr. Petters is the only participant in this program.
Amount shown is applicable only to the termination due to disability scenario.
Retirement

   Petters    Niland    Walker    Mulherin    Cuccias Petters Kastner Walker Mulherin Cuccias Niland
Bonus (Actual Earned in 2015)¹    $2,102,736    $793,100    $721,000    $470,453    $613,463
Bonus (Actual Earned in 2016)¹
$ 2,018,750 $ 565,250 $ 612,850 $ 540,750 $ 630,877 $ 103,714
Unvested RS/RSU Value²
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Unvested Stock Option Value
   $0       $0       $0       $0       $0    $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Unvested Performance-Based RS/RSU Value³
   $22,596,807       $7,526,385       $0       $6,531,034       $2,345,635    $ 18,170,662 $ 2,879,148 $ 0 $ 5,063,403 $ 4,065,668 $ 3,591,673
Retiree Medical (SORMP)⁴
   $477,405       $0       $0       $0       $0    $ 486,740 $ 0 $ 0 $ 0 $ 0 $ 0
Total Payments
   $25,176,948       $8,319,485       $721,000       $7,001,487       $2,959,098    $ 20,676,152 $ 3,444,398 $ 612,850 $ 5,604,153 $ 4,696,545 $ 3,695,387

¹
Pro-rata bonus paid upon termination is based on target. Actual bonuses paid for performance during ~~2015~~2016 exceeded target and are shown in the table above.
Ms. Niland’s bonus ispro-rated based on a 3/1/2016 retirement date.
²
All unvested restricted stock/unit grants are forfeited upon retirement.
~~Executive Compensation~~~~(Continued)~~
³
~~2013-2015~~2014-2016 RPSR cycle paid based on actual performance through 12/31/~~2015.~~2016. Mr. Petters, Ms. Niland, Mr. Mulherin, and Mr. Cuccias are retirement ~~eligible. Unvested~~eligible; unvested cycles arepro-rated at target.
Ms. Niland’s awards arepro-rated based on a 3/1/2016 retirement date. Ms. Walker and Mr. Kastner are not retirement eligible and therefore would forfeit the 2015-2017 and 2016-2018 cycles.
⁴
Represents present value of the vested ~~Special Officer Retiree Medical Plan (SORMP).~~SORMP. Mr. Petters is the only participant in this program.
2017 Notice and Proxy Statement    77
Audit Committee Matters

AUDIT COMMITTEE REPORT
As described more fully in its charter, among the purposes for which the Audit Committee was organized are to assist the Board in its general oversight of (a) the integrity of the company’s financial statements and the company’s accounting and financial reporting processes and financial statement audits and (b) the company’s system of internal controls over financial reporting. The Audit Committee serves a Board-level oversight role in which it provides advice, counsel and direction to management, the internal audit department and the independent auditors on the basis of information it receives, discussions with management, the Vice President of Internal Audit and the independent auditors and the experience of the Audit Committee’s members in business, financial and accounting matters.
In discharging its oversight role, the Audit Committee reviewed and discussed the audited financial statements contained in the company’s Annual Report on Form10-K for the year ended December 31, ~~2015,~~2016, with management, the Vice President of Internal Audit and the company’s independent auditors. Management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and internal control over financial reporting. The independent auditors are responsible for expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States and on the effectiveness of the company’s internal control over financial reporting.
The Audit Committee met privately with the independent auditors and discussed issues deemed significant by the independent auditors, and the Audit Committee has discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1,AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
In addition, the Audit Committee discussed with the independent auditors their independence from HII and its management; received the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence; and considered whether the provision ofnon-audit services by the independent auditors was compatible with maintaining the independent auditors’ independence.
In reliance on the reviews and discussions described above, the Audit Committee has recommended to the Board that the audited financial statements be included in the Annual Report on Form10-K for the year ended December 31, ~~2015,~~2016, for filing with the SEC.
Submitted by the members of the Audit Committee:
~~Karl M. von der Heyden,~~Stephen R. Wilson, Chair
Augustus L. Collins
Thomas C. Schievelbein
John K. Welch
~~Stephen R. Wilson~~
78    Huntington Ingalls Industries, Inc.
Audit Committee Matters~~(Continued)~~

PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees billed to us for professional services in ~~2015~~2016 and ~~2014~~2015 by Deloitte & Touche LLP, our independent auditors:

($ in thousands)    2015    2014    2016    2015
Fees Billed:

Audit Fees
   7,207       5,842       7,198    7,207
Audit-Related Fees
   922       930       1,048    922
Tax Fees
   15       —         5    15
All Other Fees
   23       22       23    23




Total
   8,167       6,794       8,274    8,167




Audit fees for ~~2015~~2016 and ~~2014~~2015 related to services provided in connection with audits of our annual consolidated financial statements, including audits of internal control over financial reporting, interim reviews of our quarterly consolidated financial statements included in Forms10-Q, statutory audits of our captive insurance subsidiary, and other documents we filed with the SEC.
Audit-related fees for ~~2015~~2016 and ~~2014~~2015 related to services provided in connection with audits of our employee benefit plans, of which ~~$355,000~~$370,000 and ~~$391,000,~~$355,000, respectively, were paid ~~for~~ by the plans.
Tax fees for 2016 were related to services provided in support of a state tax audit and assistance with benefit plan tax forms. Tax fees were incurred in 2015 for services related to our application for a change in accounting method.
All other fees for 2016 and 2015 ~~and 2014~~ includednon-audit-related fees for human resources and technical accountingon-line research tools.
AUDIT COMMITTEEPRE-APPROVAL POLICIES AND PROCEDURES
All ~~2015~~2016 services provided by Deloitte & Touche were approved by the Audit Committee. The Audit Committee also reviewed these services to ensure compatibility with maintaining the auditor’s independence.
The Audit Committee has apre-approval policy and procedures related to the provision of services by our independent auditor. Under the policy and procedures, the Audit Committeepre-approves both the type of services to be provided by our independent auditor and the estimated fees related to those services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditor. The services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with SEC rules and regulations.
The Audit Committee must approve any fees for audit andnon-audit services that exceed by certain amounts the estimates of fees for such services initially approved. The Audit Committee is advised quarterly in any event on the services performed by and fees paid to the independent auditoryear-to-date for the fiscal year.
2017 Notice and Proxy Statement    79
Stock Ownership Information

STOCK OWNERSHIP OF OFFICERS AND DIRECTORS
The following table provides information with respect to the beneficial ownership of our common stock as of ~~December 31, 2015,~~February 28, 2017, by:

each of our directors;

each officer named in the Summary Compensation Table; and

all of our directors and executive officers as a group.
Except as otherwise provided in the footnotes below, each person ~~or entity~~ identified in the following table has sole voting and investment power with respect to the securities owned by such ~~person or entity.~~person. None of our directors or executive officers have pledged any of our common stock.
As of ~~December 31, 2015, 46,876,725~~February 28, 2017, 46,091,789 shares of our common stock were outstanding.

   Shares
Beneficially
Owned Options
(1)    Share
Equivalents
(2)    Restricted
Stock
Units
(3)    Total    Percent
of Class
(%)    Shares
Beneficially
Owned
Share
Equivalents
(1)
   Restricted
Stock
Units
(2)    Total    Percent
of Class
(%)
Non-Employee Directors

Augustus L. Collins
   0 —    132    132    *
Kirkland H. Donald
   0 —    132    132    *
Thomas B. Fargo
   1,833    —         —         15,616       17,449       *       1,420 (3) —    15,823    17,243    *
Robert F. Bruner
   —      —         —         13,988       13,988       *
Victoria D. Harker
   —      —         —         4,413       4,413       *       — —    5,301    5,301    *
Anastasia D. Kelly
   —      —         —         13,988       13,988       *       132 —    14,871    15,003    *
Paul D. Miller
   —      —         —         13,988       13,988       *       132 —    14,871    15,003    *
Thomas C. Schievelbein
   481    —         —         13,988       14,469       *       481 —    15,003    15,484    *
Karl M. von der Heyden
   855    —         —         13,126       13,981       *
John K. Welch
   —      —         —         636    �� 636       *       1,000 —    1,475    2,475    *
Stephen R. Wilson
   —      —         —         —         —         *       — —    830    830    *
Named Executive Officers

C. Michael Petters
   325,068 (4) 525,166       185       —         850,419       1.81       617,104 (4) 186    —    617,290    1.34
Barbara A. Niland
   68,234    —         —         —         68,234       *
Christopher D. Kastner
   39,581 86    —    39,667    *
Kellye L. Walker
   3,073    —         32       —         3,105       *       2,093 234    —    2,327    *
Matthew J. Mulherin
   88,775    —         124       —         88,899       *       103,613 124    —    103,737    *
Brian J. Cuccias
   37,959    —         72       —         38,031       *       44,682 73    —    44,755    *
Directors and Executive Officers as a Group (20 persons)
   674,960    525,166       2,634       89,743       1,292,503       2.76
Barbara A. Niland (5)
   47,973 —    —    47,973    *
Directors and Executive Officers as a Group (21 persons)    951,720 3,028    68,438    1,023,185    2.22

* Less than 1%.

(1) ~~Represents shares subject to option that are either currently exercisable or exercisable within 60 days of December 31, 2015.~~
~~(2)~~ Represents share equivalents with pass-through voting rights in the Huntington Ingalls Industries Savings Plan and/or the Huntington Ingalls Industries Savings Excess Plan.

~~(3)~~(2)
Represents vested restricted stock units, which will generally become payable within 30 days following the date anon-employee director ceases to serve on the Board of Directors. A restricted
80    Huntington Ingalls Industries, Inc.
Stock Ownership Information
stock unit is payable in either a share of common stock or, at the discretion of the Board of Directors, cash of equivalent value at the time of vesting (or a combination of cash and shares).
~~Stock Ownership Information~~~~(Continued)~~

(3) Includes 978 shares held in a trust, of which Adm. Fargo is aco-beneficiary. Adm. Fargo shares voting and dispositive power over such shares.

(4) Includes ~~60,000~~110,000 shares ~~not beneficially~~ owned by a charitable family foundation. Mr. Petters ~~but for which he~~ has dispositive and voting ~~powers.~~powers over such shares.
(5) Reflects beneficial ownership as of March 1, 2016, the date of Ms. Niland’s retirement from the company.
For a description of our stock ownership guidelines and stock holding requirements, see page 5256 of this proxy statement.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To our knowledge, as of February ~~24, 2016,~~28, 2017, the following entities beneficially owned more than 5% of our common stock.

~~Name and Address of Beneficial Owner~~
~~Shares~~
~~Beneficially~~
~~Owned~~ ~~Percent~~
of
~~Class~~
~~(%)~~
~~BlackRock, Inc.~~
~~3,493,852~~ ~~7.4 (a)~~
~~55 East 52nd Street, New York, NY 10055~~
~~The Vanguard Group~~
~~3,821,354~~ ~~8.1 (b)~~
~~100 Vanguard Blvd., Malvern, PA 19355~~
~~State Street Corporation~~
~~2,506,858~~ ~~5.3 (c)~~
~~One Lincoln Street, Boston, MA 02111~~
~~FMR LLC~~
~~2,909,578~~ ~~6.2 (d)~~
~~245 Summer Street, Boston, MA 02210~~
Name and Address of Beneficial Owner    Shares
Beneficially
Owned    Percent
of
Class
(%)
BlackRock, Inc.
   4,281,216    9.2 (a)
55 East 52nd Street, New York, NY 10055

The Vanguard Group
   4,283,046    9.23 (b)
100 Vanguard Blvd., Malvern, PA 19355

State Street Corporation
   2,863,902    6.18 (c)
One Lincoln Street, Boston, MA 02111

FMR LLC
   2,704,271    5.83 (d)
245 Summer Street, Boston, MA 02210


(a) This information is derived from information regarding our common stock in a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January ~~26, 2016.~~24, 2017. According to BlackRock, as of December 31, ~~2015,~~2016, BlackRock had sole voting power over ~~3,325,867~~3,988,610 shares of common stock and sole dispositive power over ~~3,493,852~~4,281,216 shares of common stock.

(b) This information is derived from information regarding our common stock in a Schedule 13G/A filed with the SEC by The Vanguard Group (“(��Vanguard”) on February ~~11, 2016.~~13, 2017. According to Vanguard, as of December 31, ~~2015,~~2016, Vanguard had sole voting power over ~~34,956~~39,670 shares of common stock, shared voting power over ~~2,700~~8,500 shares of common stock, sole dispositive power over ~~3,786,598~~4,237,076 shares of common stock and shared dispositive power over ~~34,756~~45,970 shares of common stock.

(c) This information is derived from information regarding our common stock in a Schedule 13G filed with the SEC by State Street Corporation (“State Street”) on February ~~12, 2016.~~7, 2017. According to State Street, as of December 31, 2015, State Street had shared voting power over ~~2,506,858~~2,718,976 shares of common stock and shared dispositive power over ~~2,506,858~~2,863,902 shares of common stock.

(d) This information is derived from information regarding our common stock in a Schedule 13G/A filed with the SEC by FMR LLC (“FMR”) on February ~~12, 2016.~~14, 2017. According to FMR, as of December 31, ~~2015,~~2016, FMR had sole voting power over ~~38,123~~10,604 shares of common stock and sole dispositive power over ~~2,909,578~~2,704,271 shares of common stock.
2017 Notice and Proxy Statement    81
Item 1—Proposal to Elect ~~Three~~Eight Directors

As explained above under Governance of the Company—Board Structure, we have amended our certificate of incorporation to phase out our classified Board of Directors. Directors elected at and after the 2016 annual meeting of stockholders have been and will be elected forone-year terms. Directors elected prior to the 2016 annual meeting, and any directors who might be elected to replace such directors, will continue to serve for the respective three-year terms for which they were elected. Eight of our ten directors are up for election by our stockholders at this annual meeting, to serve forone-yearterms. Phase-out of the Board classification will be completed next year, and all of our directors will be voted upon at our 2018 annual meeting to serveone-year terms.
NOMINEES FOR DIRECTOR
The Board of Directors is nominating the ~~three~~eight individuals named below for election as directors at the annual meeting forone-year terms ending at our annual meeting in ~~2017~~2018 and until their successors are elected. Each of the nominees for director is currently serving on the Board with a term that expires at the ~~2016~~2017 annual meeting. If any nominee is unable to serve as a director, which we do not anticipate, the Board by resolution may reduce the number of directors or choose a substitute nominee. ~~Dr. Robert F. Bruner, whose term as a director expires at the 2016 annual meeting, will retire from the Board at the conclusion of his current term.~~

Augustus L. Collins
Kirkland H. Donald
Thomas B. Fargo

Victoria D. Harker
Anastasia D. Kelly
Thomas C. Schievelbein
John K. Welch

Stephen R. Wilson
For biographical information about the nominees for director, including information about their qualifications to serve as a director, see “The Board of Directors” beginning on page ~~24.~~28.
The Board recommends a vote FOR each of the three director nominees.
82    Huntington Ingalls Industries, Inc.
Item 2—Proposal to Approve Executive Compensation on an Advisory Basis
Stockholders have the opportunity to approve, on an advisory(non-binding) basis, the compensation of our NEOs. This vote is often referred to as“say-on-pay.” You are being asked to vote on the following resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the NEOs as disclosed in the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosure in this proxy statement.”
As described in detail in this proxy statement under “Compensation Discussion and Analysis” beginning on page 39, our compensation programs are designed to:
be customer-focused, rewarding achievement of safety, quality, cost and schedule performance, and stockholder friendly, rewarding consistent achievement of strong financial results and increasing stockholder value;
influence outcomes and provide a balance between short- and long-term performances;
incorporate clear and measurable financial results and accountabilities, with an emphasis on equity-based compensation, be formulaic in nature with appropriate levels of discretion and be market competitive;
be disclosed and explained in a transparent and understandable manner, enabling the assessment of performance by our Compensation Committee and by our stockholders through the CD&A;
produce significant individual rewards for achievement of business goals relating to both annual operating performance and increased stockholder value and reduce compensation for failure to achieve business goals;
promote alignment of management and stockholder interests by establishing and monitoring stock ownership requirements;
mitigate excessive risk by emphasizing a long-term focus on compensation and financial performance; and
be applied consistently for all incentive plan participants to ensure proper alignment, accountability andline-of-sight regarding commitments and priorities.
We believe our compensation program, with its balance of base salary, short-term incentives (annual cash incentive awards) and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. We encourage stockholders to read the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosures contained in this proxy statement.
The Board values the opportunity to receive input from our stockholders. Although this vote isnon-binding, the Compensation Committee will consider the results of the vote when considering future executive compensation decisions. To the extent there is any significant negative vote, we will communicate directly with our stockholders to better understand the concerns that influenced the vote.
The Board recommends a vote FOR the approval of executive compensation of our NEOs.
2017 Notice and Proxy Statement    83
Item 3—Proposal to Ratify the Appointment of Independent Auditors

Deloitte & Touche LLP audited our consolidated financial statements for the year ended December 31, ~~2015.~~2016.
The Audit Committee has selected Deloitte & Touche as our independent registered public accounting firm to audit the consolidated financial statements of HII and its subsidiaries for the year ending December 31, ~~2016,~~2017, and the effectiveness of our internal control over financial reporting as of December 31, ~~2016.~~2017. The Board has ~~endorsed~~ratified this appointment.
Although ratification of our selection of Deloitte & Touche is not required by our bylaws, NYSE listing standards or otherwise, we are asking our stockholders to do so as a matter of good corporate governance. The Board values the opportunity to receive input from our stockholders. If the selection of Deloitte & Touche is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders.
Representatives of Deloitte & Touche will attend the annual meeting, will have an opportunity to make statements if they desire and will be available to respond to questions, as appropriate.
The Board recommends a vote FOR the ratification of the appointment of the independent auditors.
84    Huntington Ingalls Industries, Inc.
Item 3—4—Proposal to Approve ~~Executive~~the Performance-Based Compensation ~~on an Advisory Basis~~Policy to Preserve the Tax Deductibility of Performance-Based Payments

The Board is asking you to approve our Performance-Based Compensation Policy (the “policy”). We are seeking stockholder approval of the policy so that certain payments to certain of our officers will qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“IRC”) and will therefore be fully deductible by us as a business expense in the year of payment. As provided under IRC Section 162(m), the policy will apply only to those officers who are our CEO and our next three most highly compensated executive officers (other than our CFO) during a year when these payments are made. The policy would limit the amount of designated annual performance-based cash incentive payments and performance-based stock compensation awards we may make to these individuals. The full text of the policy is attached to this proxy statement as Annex A.
Important facts about this proposal:
This proposal does not increase the number of shares of common stock that can be issued under our 2012 Long-Term Incentive Stock Plan; and
This proposal does not result in any additional cost to the company.
Preserving the Tax Deductibility of Certain Awards.
IRC Section 162(m) limits the deductibility of compensation of “covered employees” to $1 million per year unless the compensation qualifies as “performance-based.” Our CEO and our next three most highly compensated executive officers (other than our CFO) are “covered employees.” For purposes of the policy, annual cash incentive payments are deductible performance-based compensation if these four conditions are satisfied:
The compensation is payable on the attainment of one or morepre-established, objective performance criteria;
The performance criteria and the formula for setting the maximum compensation payable are fixed or are set by a committee comprised solely of two or more outside directors, like our Compensation Committee;
The material terms of the compensation, the performance criteria and the formula for calculation of the compensation are disclosed to and approved by stockholders before payment; and
The Compensation Committee certifies that the performance criteria have been satisfied before payment is made.
We are requesting stockholder approval in order to satisfy the third requirement listed above. Your vote for approval of the policy will allow payments under the designated awards to be tax deductible by us as performance-based compensation under IRC Section 162(m).
Overview of the Performance-Based Compensation Policy
Policy Objective. The policy is intended to limit payments of designated annual cash incentives and performance-based stock compensation to officers covered by the policy to amounts that would be considered “performance-based compensation” within the meaning of IRC Section 162(m). The policy is binding on us with respect to amounts intended to be performance-based compensation.
Eligibility. The officers subject to the limitations under the policy are our chief executive officer and three other most highly compensated executive officers other than our chief financial officer in the year when payment is made.

~~Stockholders have~~2017 Notice and Proxy Statement    85
Item 4—Proposal to Approve the ~~opportunity~~Performance-Based Compensation Policy to ~~approve, on an advisory (non-binding) basis,~~Preserve the ~~compensation~~Tax Deductibility of ~~our Named Executive Officers. This vote is often referred to as “say-on-pay.” You are being asked to vote on the following resolution:~~Performance-Based Payments
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosure in this proxy statement.”
~~As described in detail in this proxy statement under “Compensation Discussion and Analysis” beginning on page 36, our compensation programs are designed to:~~

be customer-focused, rewarding achievement of safety, quality, cost and schedule performance, and stockholder friendly, rewarding consistent achievement of strong financial results and increasing stockholder value;
~~influence outcomes and provide a balance between short- and long-term performances;~~
incorporate clear and measurable financial results and accountabilities, with an emphasis on equity-based compensation, be formulaic in nature with appropriate levels of discretion and be market competitive;
~~be disclosed and explained in a transparent and understandable manner, enabling the assessment of performance by our~~Administration. The Compensation Committee ~~and by our stockholders through~~will administer the ~~CD&A;~~
~~produce significant individual rewards for achievement~~policy. Members of ~~business goals relating to both annual operating performance and increased stockholder value and reduce compensation for failure to achieve business goals;~~
~~promote alignment of management and stockholder interests by establishing and monitoring stock ownership requirements;~~
~~mitigate excessive risk by emphasizing a long-term focus on compensation and financial performance; and~~
~~be applied consistently for all incentive plan participants to ensure proper alignment, accountability and line-of-sight regarding commitments and priorities.~~
We believe our compensation program, with its balance of base salary, short-term incentives (annual cash incentive awards) and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. We encourage stockholders to read the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosures contained in this proxy statement.
~~The Board values the opportunity to receive input from our stockholders. Although this vote is non-binding,~~ the Compensation Committee ~~will consider~~must qualify as “outside directors” under IRC Section 162(m). Subject to the ~~results~~terms of the ~~vote when considering future~~policy, the Compensation Committee has sole discretion to designate the incentive awards that are subject to the policy and to interpret the policy.
Annual Cash Incentive Payment Limitations
Appropriated Incentive Compensation.Designated annual cash payments to officers subject to the policy will be limited to set percentages of our “Economic Earnings,” defined as income from continuing operations before federal and foreign income taxes and the cumulative effect of accounting changes and extraordinary items, less pension income (or plus pension expense), plus amortization and impairment of goodwill and other purchased intangibles, plus restructuring or similar charges to the extent they are separately disclosed in our annual report.
The maximum aggregate amount that can be paid to officers subject to the policy as annual cash incentive payments under the policy will be computed by first calculating 2.5% of Economic Earnings for a year. This amount constitutes the “Tentative Appropriated Incentive Compensation.”
Allocation of Tentative Appropriated Incentive Compensation. The maximum potential percentage of Tentative Appropriated Incentive Compensation payable to any officer subject to the policy as incentive compensation for any single performance year will not exceed 40% for the CEO and 20% for each of the other three most highly compensated executive officers.
Adjustment to Tentative Appropriated Incentive Compensation. After allocation of the Tentative Appropriated Incentive Compensation among the officers subject to the policy, the Tentative Appropriated Incentive Compensation amount allocated to any officer may then be reduced by the Compensation Committee to reflect its evaluation of our overall economic performance for the year. The Compensation Committee currently intends to apply standards and criteria that are used under our Annual Incentive Plan to determine the amounts payable to the officers subject to the policy. The reduced amount constitutes the “Appropriated Incentive Compensation” and is the amount payable to the officer.
Performance-Based Stock Awards
Awards Subject to the Policy.A portion of the policy would apply under our stock compensation ~~decisions.~~plans, including the 2012 Long-Term Incentive Stock Plan, which incorporates the policy. To the extent ~~there~~authorized under these plans, the Committee may grant awards that are intended to qualify as performance-based compensation under, and be exempt from the deductibility limitations of, IRC Section 162(m) (“Performance-Based Awards”). By designating an award under those plans as subject to the policy, the award becomes a Performance-Based Award. In addition to Performance-Based Awards, options and stock appreciation rights may also qualify as performance-based compensation for Section 162(m) purposes. Performance-Based Awards may be in the form of restricted performance stock, restricted performance stock rights or other performance-based stock rights.
86    Huntington Ingalls Industries, Inc.
Item 4—Proposal to Approve the Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Payments
Performance Criteria That May Be Used.The vesting or payment of Performance-Based Awards will depend on the performance of our company relative topre-established goals on a consolidated, segment, sector, subsidiary, division, or plant basis with reference to any of the following:
Performance Criteria
•  revenue
•  net earnings (on a total or continuing basis) and either before or after interest, taxes, depreciation, amortization and/or net pension income or expense
•  earnings per share (on a total or continuing basis) and either before or after interest, taxes, depreciation, and/or amortization
•  cash flow or free cash flow (either as dollars or as a percentage of net earnings)
•  return on equity, investment, or assets (including on a net basis)
•  cash flow return on equity, investment, assets or net assets
•  stock price or stock price appreciation
•  total stockholder return
•  EVA—defined as operating profit after tax (which means net earnings after tax but beforetax-adjusted interest income and expense and goodwill amortization), less a charge for the use of capital (which is based on average total capital and our weighted average cost of capital)
•  overhead or expense containment or reduction
•  working capital level or working capital turnover
•  asset levels or asset turnover
•  new business awards or backlog
•  cost containment or reduction
•  enterprise value
•  operating margin (dollars or rate)
•  Pension Adjusted Operating Margin—defined as operating margin adjusted for the difference in pension cost between FAS (Financial Accounting Standards) and allowable and reimbursable pension costs under CAS (Cost Accounting Standards)
•  debt covenants (including compliance with debt covenants)
•  credit ratings
These financial metrics can be measured on an as reported or pension adjusted basis, on an annual or cumulatively over a defined period of time basis, and on an absolute, relative or growth basis.
Establishing Performance Criteria. The Compensation Committee will establish the criterion or criteria and target(s) on which performance will be measured. The Compensation Committee must establish criteria and targets in advance of applicable deadlines under the IRC and while the attainment of the performance targets remains substantially uncertain. The Compensation Committee has discretion to determine the performance target or targets and any other restrictions or limitations of Performance-Based Awards and may reserve discretion to reduce payments below maximum award limits.
Eligible Participants.Performance-Based Awards may be granted to any employees of our company or our subsidiaries. IRC Section 162(m) may apply in a future year when payment of an award is ~~any significant negative vote, we will consult directly with~~made. As a result, the participants for Performance-Based Awards are not limited to the individuals who are currently our ~~stockholders~~CEO and our next three most highly compensated executive officers (other than our CFO). To the extent permitted under the IRC, performance goals may be adjusted to ~~better understand~~mitigate the ~~concerns that influenced the vote.~~
2017 Notice and Proxy Statement    87
Item 4—Proposal to Approve the Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Payments
impact of material, unusual or nonrecurring gains and losses, accounting charges or other extraordinary events not foreseen at the time the goals were set.
Performance-Based Awards (other than stock options or stock appreciation rights, and without giving effect to any related dividend equivalents) that are granted to any participant during any three consecutive years may not relate to or provide for payment of more than 500,000 shares of our common stock.
Administration of Policy by Our Compensation Committee
Payment of Awards. Before payment of any Performance-Based Awards to an officer subject to the policy, the Compensation Committee must certify that the performance criteria have been satisfied by setting the Appropriated Incentive Compensation or certify that the performance target or targets have been satisfied for Performance-Based Awards. The Compensation Committee may impose such conditions, including forfeitures and restrictions, as the Compensation Committee believes will best serve the company’s interests and the purposes of the policy. The Compensation Committee retains complete discretion to adjust Performance-Based Award amounts downward based on such factors as it deems relevant.
Amendment or Termination. The Board may terminate the policy at any time. The Compensation Committee may discontinue designating further awards under the policy at any time. Stockholders must approve any amendment to the policy if stockholder approval is required to preserve the exemption of awards granted to officers subject to the policy as “performance-based compensation” under IRC Section 162(m).
Your Board recommends a vote FOR the approval of ~~executive compensation~~the Performance-Based Compensation Policy.
88    Huntington Ingalls Industries, Inc.
Item 5—Stockholder Proposal to Amend Our Proxy Access Bylaw
John R. Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, has informed us that he intends to present the following proposal at the annual meeting and that he owns more than $2,000 of our ~~Named Executive Officers.~~common stock.
Stockholder Proposal and Supporting Statement
Proposal [4]—Shareholder Proxy Access Reform
Shareholders request that our board of directors replace the limit of 20 shareholders who are currently allowed to aggregate their shares to equal 3% of our stock owned continuously for3-years in order to make use of our shareholder proxy access provisions adopted recently. The 20 shareholder limit is to be replaced with a limit of 50 on the number of shareholders who can aggregate their shares for the purpose of shareholder proxy access.
Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria for a continuous3-years at most companies examined by the Council of Institutional Investors. Additionally many of the largest investors of major companies are routinely passive investors who would be unlikely to be part of the proxy access shareholder aggregation process.
Under this proposal it is unlikely that the number of shareholders who participate in the aggregation process would reach an unwieldy number due to the rigorous rules our company adopted for a shareholder to qualify as one of the aggregation participants. Plus it is easy for our management to reject an aggregating shareholder because management simply needs to find one of a list of requirements lacking.
Please vote to enhance shareholder value:
Shareholder Proxy Access Reform—Proposal [4]
Board Recommendation
The Board recommends a vote AGAINST this proposal for the following reasons.
The changes requested by the stockholder proposal are unnecessary and unwarranted, as the company’s proxy access bylaw already provides a meaningful and workable mechanism for stockholders to have their nominees included in the company’s proxy materials, without subjecting the company and its other stockholders to unnecessary disruption or administrative burden by stockholders that do not have a significant economic stake in our company.
HII is committed to, and prides itself on, high standards of corporate governance and responsiveness to our stockholders. Consistent with this commitment, on January 28, 2016, the Board adopted a proxy access bylaw that permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to 25% of the Board or two directors, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws. The proxy access bylaw was implemented after careful consideration of current trends in corporate governance and input from stockholders, and we believe it reflects best practices in proxy access bylaws. Further, our proxy access bylaw is consistent with bylaws implemented to date by our peers and other public companies, and, to the extent its key terms deviate from market practice, our
2017 Notice and Proxy Statement    89
Item 5—Stockholder Proposal to Amend Our Proxy Access Bylaw
bylaw is more permissive than many proxy access bylaws by permitting eligible stockholders to nominate up to 25% of the Board rather than the more common 20% limitation.
As set out above, the stockholder proposal requests an increase in the limitation on the number of stockholders that may aggregate their shares to meet the 3% stockholder ownership threshold, from 20 to 50 stockholders. The Board believes such a change would risk significant administrative burden to the company to confirm and monitor stock ownership of the members of a stockholder group, without a commensurate increase in availability of proxy access to our stockholders. The vast majority of companies that have adopted proxy access bylaws have included a limitation of 20 stockholders that may aggregate their shares, and making the requested change would make HII an outlier among public companies that have adopted proxy access. More importantly, we believe the existing limitation of 20 stockholders strikes an appropriate balance between the many considerations at issue in adopting proxy access rights, including that proxy access be appropriately accessible to our stockholders, assuring that such access is administratively workable for both the company and our stockholders and reserving the ability to utilize proxy access to stockholders with a significant economic stake in the company.
In addition to making a meaningful proxy access right available to our stockholders, we have adopted an array of other strong corporate governance practices, detailed throughout our proxy statement, which assure that our stockholders have a voice in the nomination and election of our Board. All of our Board members will be elected annually starting next year, and directors for whom more votes are withheld than are cast for election are subject to a director resignation policy. Further, all directors are subject to term limits and a mandatory retirement age. Stockholders may also recommend director nominees directly to the Governance and Policy Committee or may utilize the advance notice provisions of our bylaws to nominate their own candidates outside of our proxy statement. Finally, as described on page 2, we believe that stockholder engagement is an essential element of strong corporate governance and actively engage with our investors through a variety of means to understand their perspectives on our company, including in respect of corporate governance matters. Accordingly, the Board believes the requested change to the company’s proxy access bylaw is both unnecessary and unwarranted.
For these reasons, the Board recommends a vote AGAINST this proposal.
90    Huntington Ingalls Industries, Inc.

Other Information for Stockholders

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers to file with the SEC reports of initial ownership and changes in ownership of our equity securities. Based solely upon a review of the reports furnished to us, we believe all of our directors and executive officers timely filed all reports they were required to file under Section 16(a) during ~~2015,~~2016, except that a Form 4 filed on behalf of D. R. Wyatt, Corporate Vice President and Treasurer, in respect of a sale of 681 shares of our common stock was a day late due to an administrative ~~error, four grants to Ms. Walker totaling approximately 42 shares of common stock, representing dividend equivalent units on shares of restricted stock, were the subject of late Form 4 filings.~~error.

ATTENDING THE ANNUAL MEETING

Only stockholders or their legal proxy holders are invited to attend the annual meeting. To be admitted to the annual meeting, you will need a form of government-issued photo identification. In addition, depending on how you hold your stock, you may need valid proof of ownership of our common stock or a valid legal proxy.

If you are a stockholder of record, we will be able to verify your name in our share register with your government-issued photo identification. To be admitted to the annual meeting, stockholders of record must present a form of government-issued photo identification, which we will match with our share register.

If you are a street name stockholder, you must present a form of government-issued photo identification and proof of your ownership of our common stock as of the record date of March ~~4, 2016,~~9, 2017, such as a bank or brokerage account statement, to be admitted to the annual meeting.

•

If you are not a stockholder, you will be admitted to the annual meeting only if you have a form of government-issued photo identification and a valid legal proxy from a stockholder that held our stock as of the record date. If you are receiving a legal proxy from a stockholder of record, you must bring to the meeting the legal proxy from the record holder to you. If you are receiving a legal proxy from a street name stockholder, you must bring to the meeting the legal proxy from the record holder (i.e., the bank, broker or other holder of record) to the street name holder, which must be assignable, and the legal proxy from the street name holder to you. Each stockholder may appoint only one proxy holder to attend the meeting on their behalf.

No cameras, camera phones, weapons, large bags, briefcases, backpacks or packages will be permitted in the annual meeting, and no audio or video recording of the meeting will be permitted.

Directions to the location of the annual meeting are included on the form of proxy.

RELATED PARTY TRANSACTIONS

It is our policy that all employees and directors must avoid any activity that conflicts with or has the appearance of conflicting with our business interests. This policy is included in our Code of Ethics and Business Conduct. In addition, at least annually, each director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest with the company.

Process for Review of Related Person Transactions. ~~Our~~The Board of Directors has adopted a written policy for the review, approval and ratification of existing or proposed transactions to which the company (or any subsidiary) is a party, when the aggregate amount involved in the transaction

~~Other Information for Stockholders~~~~(Continued)~~

exceeds or is expected to exceed $100,000 and any director, director nominee, executive officer,greater-than-5% beneficial owner or their respective immediate family members had, has or will have a direct or indirect material interest.

2017 Notice and Proxy Statement 91

Other Information for Stockholders

The policy provides that the Governance and Policy Committee will review transactions subject to the policy and determine whether or not to approve or ratify those transactions. In doing so, the Governance and Policy Committee considers whether the transaction is on terms that are no less favorable to the company than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction, the materiality of the proposed related person transaction, the actual or perceived conflict of interest between the company and the related person, the relationship of the proposed transaction to applicable state corporation and fiduciary obligation laws and rules, disclosure standards, our Corporate Governance Guidelines and Code of Ethics and Business Conduct and the best interests of the company and our stockholders.

The Governance and Policy Committee has adopted standingpre-approvals under the policy for transactions with related persons.Pre-approved transactions include, but are not limited to:

(a) compensation arrangements of executive officers where (i) the officer’s compensation is reported in the proxy statement or (ii) the executive officer is not an immediate family member of another executive officer, director or nominee for director, the related compensation would have been reported in the proxy statement if the officer was a “named executive officer” and the Compensation Committee approved, or recommended to the Board for approval, such compensation;

(b) director compensation where such compensation is reported in the proxy statement;

~~(b)~~

~~director compensation where such compensation is reported in the proxy statement;~~

(c) transactions in which the related persons interest derives solely from (i) his or her service as a director of another corporation or organization that is a party to the transaction, (ii) his or her beneficial ownership (together with all other related persons) of less than 10% of the equity interest of any firm, corporation or other entity (other than a partnership) or (iii) both clauses (i) and (ii);

(d) transactions in which the related persons interest derives solely from his or her position as a limited partner in a partnership where his or her interest in the partnership (together with all other related persons) is less than 10% and he or she is not a general partner and does not hold any other position with the partnership;

(e) transactions with another corporation or organization with respect to which a related person’s only relationship is as an employee (other than an executive officer) if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that corporation’s or organization’s total annual revenues;

(f) charitable contributions, grants and endowments by the company to a charitable organization, foundation or university with respect to which a related person’s only relationship is as an employee (other than an executive officer), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitable organization’s total annual receipts;

(g) transactions in which the related person’s interest derives solely from his or her ownership of our common stock and all stockholders receive proportional benefits;

(h) transactions involving competitive bids;

~~Other Information for Stockholders~~~~(Continued)~~

(i) regulated transactions; and

(j) certain banking-related services.

The policy requires each director and executive officer to complete an annual questionnaire to identify his or her related interests and persons, and to notify the Office of the General Counsel of changes in

92 Huntington Ingalls Industries, Inc.

Other Information for Stockholders

that information. The Office of the General Counsel receives such information and maintains a master list of related persons, ~~for purposes of tracking and reporting~~which is incorporated into an internal control designed to identify related person transactions.

Transactions with Related Persons

There have been no related party transactions since the beginning of ~~2015~~2016 that required disclosure under the securities laws or that otherwise required review, approval or ratification by our Governance and Policy Committee under our related person ~~transaction~~transactions policy.

2017 Notice and Proxy Statement 93

ANNEX A

PERFORMANCE-BASED COMPENSATION POLICY OF HUNTINGTON INGALLS INDUSTRIES, INC.

As amended and restated effective March 1, 2017

1. Purpose

This Policy is intended to allow certain designated annual cash incentives payable to the senior executives of the Company and certain designated equity-based awards under the Company’s 2012 Long-Term Incentive Stock Plan to comply with the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended.

2. Annual Cash Incentive Compensation

(a) The aggregate maximum potential amount of cash compensation designated as payable under this Policy payable to all of the Section 162(m) Officers for a Performance Year shall equal two andone-half percent (2.5%) of the Economic Earnings for such Performance Year (the “Tentative Appropriated Incentive Compensation”).

(b) The maximum potential amount of Tentative Appropriated Incentive Compensation (as defined in Section 2(a)) payable for any single Performance Year to each Section 162(m) Officer shall be the Tentative Appropriated Incentive Compensation multiplied by the applicable percentage as follows: forty percent (40%) for the Chief Executive Officer and twenty percent (20%) for each of the other up to three (3) Section 162(m) Officers for such Performance Year.

(c) The maximum potential amount of the Tentative Appropriated Incentive Compensation payable to each Section 162(m) Officer as described in Section 2(b) may be reduced (but not increased) by the Compensation Committee, in its sole discretion, as provided in Section 2(d). The Tentative Appropriated Incentive Compensation that is actually allocated among the Section 162(m) Officers for the Performance Year after any reduction pursuant to Section 2(d) shall be the “Appropriated Incentive Compensation.” In no event may the Appropriated Incentive Compensation for a Performance Year exceed the Tentative Appropriate Incentive Compensation for such Performance Year. Any Tentative Appropriated Incentive Compensation for a Performance Year which is not actually allocated to each of the Section 162(m) Officers for a Performance Year shall be forfeited.

(d) The Compensation Committee may, in its sole discretion, exercise negative discretion by reducing amounts of Tentative Appropriated Incentive Compensation to all or any of the Section 162(m) Officers from the maximum potential awards payable by application of Section 2(b). No such reduction shall increase the amount of the maximum award payable to any other Section 162(m) Officer. The Policy anticipates that the Compensation Committee will exercise its negative discretion in the following manner:

(i) In connection with the granting of awards under the Annual Incentive Plan at the beginning of each Performance Year, the Compensation Committee will make an award to each Section 162(m) Officer under the Annual Incentive Plan.

(ii) After the end of the Performance Year, the Compensation Committee will determine the Annual Incentive Plan Compensation for each Section 162(m) Officer. If the Annual Incentive

94 Huntington Ingalls Industries, Inc.

ANNEX A

Plan Compensation is more than the Tentative Appropriated Incentive Compensation determined for that Section 162(m) Officer under Section 2(b), the Tentative Appropriated Incentive Compensation for that officer is the maximum amount payable. If the Annual Incentive Plan Compensation for a Section 162(m) Officer is less than the officer’s Tentative Appropriated Incentive Compensation, the Compensation Committee may determine to pay the Annual Incentive Plan Compensation or make an adjustment as provided in Section 2(d)(iii).

(iii) Subject to Section 2(d)(ii), the Compensation Committee may determine the amount of any reduction in a Section 162(m) Officer’s Tentative Appropriated Incentive Compensation on the basis of such factors as it deems relevant, which may include but not be limited to the following factors:

(A) The evaluation of the Section 162(m) Officer’s performance during that Performance Year in relation to any performance objectives and the officer’s contribution during the Performance Year to the success or profit of the Company.

(B) The classification of the Section 162(m) Officer’s position, relative to the position of participants in the Annual Incentive Plan.

The Compensation Committee shall not be required to establish any allocation or weighting component with respect to the factors it considers.

(e) Notwithstanding any other provisions of this Policy, the Appropriated Incentive Compensation payable to a Section 162(m) Officer for a Performance Year must satisfy the requirements of Sections 2(e)-(h). The purpose of these subsections is to ensure compliance by the Policy with the requirements of Section 162(m) of the Code relating to performance-based compensation. To the extent necessary to ensure that Appropriated Incentive Compensation payments comply with the requirements of Section 162(m) of the Code relating to performance based compensation, Appropriated Incentive Compensation payments are subject to:

(i) Approval of this Policy and of the criteria and percentages stated in Sections 2(a) and (b) by the shareholders of the Company following theSpin-Off no later than the first regularly scheduled meeting of the shareholders that occurs more than twelve (12) months after theSpin-Off;

(ii) The maximum amount that may be awarded to any Section 162(m) Officer for any Performance Year as stated in Section 2(b); and

(iii) Approval of this Policy by the Compensation Committee following theSpin-Off and at or prior to the time any Appropriated Incentive Compensation is paid to any Section 162(m) Officers.

(f) The Economic Earnings criterion established in Section 2(a) on which Appropriated Incentive Compensation payments are based shall first apply in the Performance Year beginning January 1, 2011.

(g) Prior to the payment of any Appropriated Incentive Compensation to a Section 162(m) Officer for a Performance Year, the Compensation Committee shall make a determination and certification in writing as to the achievement of the Economic Earnings, and any other material terms with respect to payment of the Appropriated Incentive Compensation to such officer for such Performance Year.

2017 Notice and Proxy Statement 95

ANNEX A

(h) The Compensation Committee shall have no discretion to increase Appropriated Incentive Compensation for a Section 162(m) Officer for a Performance Year above the amount determined by application of Section 2(b). The Compensation Committee shall make the final determination of each Section 162(m) Officer’s Appropriated Incentive Compensation for a Performance Year.

3. Performance-Based Awards

(a) The Compensation Committee may grant Performance-Based Awards under the Long-Term Incentive Stock Plan to key employees of the Company and its subsidiaries, whether in the form of Restricted Performance Stock (as defined in Section 8(c)(i)(B) of the Long-Term Incentive Stock Plan, Restricted Performance Stock Units (as defined in Section 8(c)(i)(A) of the Long-Term Incentive Stock Plan), or other rights, that are intended to comply with the performance-based compensation exception to the deductibility limitation under Section 162(m) of the Code. Performance-Based Awards shall be subject to all applicable terms and conditions of the Long-Term Incentive Stock Plan andSection 3(b)-(e) below.

(b) The applicable Performance Criteria and the specific performance goals for Performance-Based Awards must be approved by the Compensation Committee in advance of applicable deadlines under the Code and while the performance relating to such goals remains substantially uncertain. The applicable performance period may range from one to ten years. Performance targets shall, to the extent determined by the Compensation Committee to be equitable and appropriate, be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting charges or other extraordinary events not foreseen at the time the targets were set.

(c) In no event shall the total number of shares of Common Stock that may be awarded to any eligible participant in the Long-Term Incentive Stock Plan during any three year period pursuant to stock option grants and SAR grants hereunder exceed 1,500,000 shares.

(d) In no event shall share-based Performance-Based Awards granted to any eligible person under the Long-Term Incentive Stock Plan (without giving effect to any related dividend equivalents) during any three consecutive years relate to or provide for payment of more than 500,000 shares of the Company’s Common Stock. In no event shall grants to any eligible person under the Long-Term Incentive Stock Plan of Performance-Based Awards payable only in cash in any calendar year and not related to shares provide for payment of more than $3,000,000.

(e) Except as otherwise permitted under Section 162(m) of the Code, before any Performance-Based Award is paid, the Compensation Committee must certify that the performance goal and any other material terms of the Performance-Based Award were in fact satisfied. The Compensation Committee shall have discretion to determine the conditions, restrictions or other limitations, in accordance with the terms of this Policy, the Long-Term Incentive Stock Plan and Section 162(m) of the Code, on the payment of individual Performance-Based Awards. The Compensation Committee may reserve by express provision in any award agreement the right to reduce the amount payable in accordance with any standards or on any other basis (including the Compensation Committee’s discretion), as the Compensation Committee may impose.

4. Administration

The Compensation Committee shall be responsible for the administration of the Policy. The Compensation Committee shall:

(a) Interpret the Policy, make any rules and regulations relating to the Policy, designate the awards that are subject to the Policy, and determine factual questions arising in connection with the Policy, after such investigation or hearing as the Compensation Committee may deem appropriate.

96 Huntington Ingalls Industries, Inc.

ANNEX A

(b) As soon as practicable after the close of each Performance Year and prior to the payment of any Appropriated Incentive Compensation for such Performance Year, review the performance of each Section 162(m) Officer and determine the amount of each such officer’s individual Appropriated Incentive Compensation payment, if any, with respect to that Performance Year.

(c) Have sole discretion in determining the terms of Appropriated Incentive Compensation and Performance-Based Awards that are subject to the Policy, except that in making awards the Compensation Committee may, in its discretion, request and consider the recommendations of the Chief Executive Officer of the Company and others whom it may designate.

Any decisions made by the Compensation Committee under the provisions of this Section 4 shall be conclusive and binding on all parties concerned. Except as otherwise specifically provided in this Policy, the provisions of this Policy shall be interpreted and administered by the Compensation Committee in a manner consistent with the requirements for exemption of Appropriated Incentive Compensation and Performance-Based Awards granted to Section 162(m) Officers as “performance-based compensation” under Code Section 162(m) and regulations and other interpretations issued by the Internal Revenue Service thereunder.

5. Amendment or Termination of Policy

The Board of Directors of the Company shall have the right to terminate or amend this Policy at any time and to discontinue further appropriations thereto, except that that no amendment to the Policy shall be made without the approval of the shareholders of Huntington Ingalls Industries, Inc. if shareholder approval is required to preserve the exemption of Appropriated Incentive Compensation and Performance-Based Awards granted to Long-Term Incentive Stock Plan participants as “performance-based compensation” under Code Section 162(m).

6. Effective Date

This Policy was first effective for Performance Years commencing in 2011 and was approved by the Company’s shareholders at the 2012 annual meeting of the Company’s shareholders. The Policy, as amended and restated herein, will be effective for Performance Years commencing in 2017, subject to approval by the Company’s shareholders at the 2017 annual meeting of the Company’s shareholders.

7. Miscellaneous

(a) Nothing in this Policy shall constitute an agreement (i) of any Section 162(m) Officer or any other employee to remain in the employ of and to render his/her services to the Company, or (ii) of the Company to continue to employ a Section 162(m) Officer or any other employee, and the Company may terminate the employment of a Section 162(m) Officer or any other employee at any time with or without cause.

(b) In the event any provision of the Policy shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Policy, and the Policy shall be construed and enforced as if the illegal or invalid provision had not been included.

(d) The Policy shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(e) The Policy shall be governed by and construed in accordance with the state of Delaware.

2017 Notice and Proxy Statement 97

ANNEX A

8. Definitions

The following terms shall have the following meanings (capitalized terms used in the Policy not otherwise defined below shall have the meanings given to such terms under the Long-Term Incentive Stock Plan):

“Annual Incentive Plan”—The Annual Incentive Plan of Huntington-Ingalls Industries, Inc. (or any successor plan). Unless the Committee provides otherwise at the time of an award, awards under the Annual Incentive Plan to Section 162(m) Officers are designated as subject to the Policy.

“Annual Incentive Plan Compensation”—The annual cash-based incentive that would be payable to a Section 162(m) Officer under the Annual Incentive Plan award for the Performance Year.

“Compensation Committee”—The Compensation Committee of the Board of Directors of Huntington Ingalls Industries, Inc. It shall be composed of not less than two members of the Board of Directors, no one of whom shall be an officer or employee of the Company and it shall be constituted so as to comply with the “outside director” requirement of Section 162(m) of the Code.

“Company”—Huntington Ingalls Industries, Inc. and such of its subsidiaries as are consolidated in its consolidated financial statements.

“Economic Earnings”—Income from continuing operations before federal and foreign income taxes and the cumulative effect of accounting changes and extraordinary items, less pension income (or plus pension expense) plus amortization and impairment of goodwill and other purchased intangibles, plus restructuring or similar charges to the extent they are separately disclosed in the annual report.

“EVA”—Operating profit after tax (which means net earnings after tax but before tax adjusted interest income and expense and goodwill amortization), less a charge for the use of capital (which is based on average total capital and the weighted average cost of capital).

“Long-Term Incentive Stock Plan”—The 2012 Long-Term Incentive Stock Plan of Huntington-Ingalls Industries, Inc.

“Net Pension Income or Expense”—Any positive (Income) or negative (Expense) difference between income from employee pension plan investments less the cost of employee pension benefits for the relevant period of time.

“Pension Adjusted Operating Margin”—Operating margin adjusted for the difference in pension cost between FAS (Financial Accounting Standards) and allowable and reimbursable pension costs under CAS (Cost Accounting Standards).

“Performance-Based Award”—An award (other than stock options or SAR grants) under the Long-Term Incentive Stock Plan, the vesting of which depends on the absolute or relative performance of the Company on a consolidated, segment, subsidiary, division, or plant basis with reference to one or more Performance Criteria, that is designated by the Compensation Committee as being subject to this Policy.

“Performance Criteria”—Revenue, net earnings (on a total or continuing basis and either before or after interest, taxes, depreciation, amortization and/or Net Pension Income or Expense), earnings per share (either on a total or continuing basis and before or after interest, taxes, depreciation, and amortization), cash flow or free cash flow (either as dollars or as a percentage of net earnings), return on equity or on assets or on investment (in each case which may, but need not, be on a net basis), cash flow return on equity, investments, assets or net assets, cost containment or reduction, new business awards or backlog, stock price or stock price appreciation, total stockholder return, EVA,

98 Huntington Ingalls Industries, Inc.

ANNEX A

overhead or expense containment or reduction, working capital level or working capital turnover, asset levels or asset turnover, enterprise value, operating margin (dollars or rate), Pension Adjusted Operating Margin, debt covenants (including compliance with debt covenants), or credit ratings.

The financial metrics identified above can be measured on an as reported or pension adjusted basis, on an annual or cumulatively over a defined period of time basis, and can be measured on an absolute, relative or growth basis. The metrics may be set on a consolidated, segment, sector, subsidiary, division, or plant basis. Any of these metrics also may be based on peer comparisons.

“Performance Year”—The fiscal year of the Company with respect to which an award of Appropriated Incentive Compensation is calculated and paid.

“Policy”—This Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc.

“Section 162(m) Officer”—An employee of the Company or its subsidiaries or affiliates who is a “covered employee” as defined in Section 162(m) of the Code with respect to a Performance Year or with respect to a Performance-Based Award.

2017 Notice and Proxy Statement 99

LOGO

Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods described below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on ~~April 28, 2016.~~May 2, 2017.

Vote by Internet

• Go towww.envisionreports.com/HII

• Or scan the QR code with your smartphone

• Follow the steps outlined on the secure website

Vote by telephone

• Call toll free1-800-652-VOTE (8683)within the USA, US territories & Canada on a touch tone telephone

Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.

☒

• Follow the instructions provided by the recorded message

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


A		The Board of Directors recommends a voteFOR the ~~three~~eight nominees for director.

~~1. Elect three Directors:~~

Elect eight Directors:

For

Withhold

For

Withhold

For

Withhold

01 -

Augustus L. Collins

☐

02 -

Kirkland H. Donald

☐

03 -

Thomas B. Fargo

☐

04 -

Victoria D. Harker

☐

05 -

Anastasia D. Kelly

☐

06 -

Thomas C. Schievelbein

☐

07 -

John K. Welch

☐

08 -

Stephen R. Wilson

☐

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~01 - Thomas B. Fargo~~

~~02 - John K. Welch~~

~~03 - Stephen R. Wilson~~


B		The Board of Directors recommends a voteFOR Proposals 2, 3 and 3.4 andAGAINST Proposal 5.

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2016.~~

~~3. Approve executive compensation on an advisory basis.~~

For

Against

Abstain

For

Against

Abstain

Approve executive compensation on an advisory basis.

☐

Ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2017

☐

Approve our Performance-Based Compensation Policy to preserve the tax deductibility of performance-based compensation payments

☐

Stockholder proposal to amend our proxy access bylaw

☐


C		Non-Voting Items


Change of Address — Please print your new address below.	Comments— Please print your comments below.	Meeting Attendance
		Mark the box to the right if you plan to attend the Annual Meeting.		☐
			~~Mark the box to the right if you plan to attend the Annual Meeting.~~	☐	¨


D		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

/ /


~~Date (mm/dd/yyyy) — Please print date below.~~		~~Signature 1 — Please keep signature within the box.~~		~~Signature 2 — Please keep signature within the box.~~
~~Date (mm/dd/yyyy) — Please print date below.~~	~~/ /~~		1 U P X		+
	02JGTD				+

Huntington Ingalls Industries, Inc.

~~2016~~2017 Annual Meeting of Stockholders

~~Friday, April 29, 2016,~~Wednesday, May 3, 2017, at 11:00 a.m. EDT

Herbert H. Bateman Virginia Advanced Shipbuilding and Carrier Integration Center (VASCIC)

2401 West Avenue

Newport News, Virginia 23607

Driving Directions

FromInterstateI-64, takeExit 264toInterstateI-664 South;

FromI-664, takeExit 6to26th Street;

Continue on26th Streetuntil it intersects withWest Avenueat a stop sign;

TurnLeftontoWest Avenue; and then

TurnRightinto VASCIC;

Continue into the covered garage for parking.

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proxy — Huntington Ingalls Industries, Inc.

Notice of ~~2016~~2017 Annual Meeting of Stockholders

This proxy is solicited on behalf of the Board of Directors of Huntington Ingalls Industries, Inc.

The undersigned, having received the Notice of ~~2016~~2017 Annual Meeting of Stockholders and Proxy Statement, appoints Kellye L. Walker and Charles R. Monroe, Jr., and each of them, Proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of common stock of Huntington Ingalls Industries, Inc. owned of record by the undersigned, and which the undersigned is entitled to vote, in each case on all matters that may come before the ~~2016~~2017 Annual Meeting of Stockholders to be held on ~~April 29, 2016,~~May 3, 2017, at 11:00 a.m. EDT, at the Herbert H. Bateman Virginia Advanced Shipbuilding and Carrier Integration Center (VASCIC), 2401 West Avenue, Newport News, Virginia 23607, and any adjournments or postponements thereof.

If shares are held on your behalf under any of the Company savings plans, the proxy serves to provide confidential instructions to the plan Trustee, who then votes the shares. Instructions must be received by 11:59 p.m. EDT on April ~~26, 2016,~~30, 2017, to be included in the tabulation to the plan Trustee. For shares represented by proxies not received by this date, the applicable plan Trustee will treat the received proxies as instructions to vote the respective plan shares in the same proportion as shares held under the plan for which voting instructions have been received, unless contrary to ERISA.

Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will voteFOR the ~~three~~eight nominees for director, ~~and~~FOR Proposals 2, 3 and 3.4 andAGAINST Proposal 5.

The Proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)


¨☐		Preliminary Proxy Statement

¨☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

x☒		Definitive Proxy Statement

¨☐		Definitive Additional Materials

¨☐		Soliciting Material under Rule14a-12


~~HUNTINGTON INGALLS INDUSTRIES, INC.~~
~~(Name of registrant as specified in its charter)~~


~~(Name of person(s) filing proxy statement, if other than the registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~

x☒	No fee required.

¨☐	Fee computed on table below per Exchange Act Rules14a-6(i)~~(4)~~(1) and0-11.

	(1)	Title of each class of securities to which transaction applies:



	(2)	Aggregate number of securities to which transaction applies:



	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



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¨☐	Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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DATE AND TIME	~~Friday, April 29, 2016,~~Wednesday, May 3, 2017, at 11:00 a.m. Eastern Daylight Time

PLACE	Herbert H. Bateman Virginia Advanced Shipbuilding and Carrier Integration Center (VASCIC), 2401 West Avenue, Newport News, Virginia 23607

ITEMS OF BUSINESS	•	Elect ~~three~~eight directors

	•	Approve the company’s executive compensation on an advisory basis

	•	Ratify the appointment of Deloitte & Touche LLP as our independent auditors for ~~2016~~ 2017

	•	Approve ~~executive~~our Performance-Based Compensation Policy to preserve the tax deductibility of performance-based compensation ~~on an advisory basis~~ payments

	•	Consider a stockholder proposal to amend our proxy access bylaw, if properly presented at the meeting

	•	Transact any other business that properly comes before the annual meeting

RECORD DATE	Stockholders of record at the close of business on March ~~4, 2016,~~9, 2017, are entitled to vote at the annual meeting.

PROXY VOTING	It is important you vote your shares so they are counted at the annual meeting. You can vote your shares over the Internet at the web address included in the Notice of Internet Availability of Proxy Materials and included in the proxy card (if you received a proxy card), by telephone through the number included in the proxy card (if you received a proxy card), or by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope.


~~2016~~2017 Proxy Statement Summary			1

General Information About the Annual Meeting and Voting			610
Items of Business to be Considered at the Annual Meeting			610
Appointment of Proxy Holders			610
Notice of Internet Availability of Proxy Materials			610
Record Date and Voting			611
Quorum, Vote Required and Method of Counting			812
Item 1—Proposal to Elect Directors			912
Item 2—~~Proposal to Ratify Appointment of Our Independent Auditors~~			9
~~Item 3—~~Proposal to Approve Executive Compensation on an Advisory Basis			913
Item 3—Proposal to Ratify Appointment of Our Independent Auditors			13
Item 4—Proposal to Approve Our Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Compensation Payments			13
Item 5—Stockholder Proposal to Amend our Proxy Access Bylaw			13
Important Reminder of Effect of Not Casting Your Vote if You Are a Street Name Stockholder			913
Soliciting and Tabulating Votes			913
Electronic Access to Proxy Statement and Annual Report			1014
Householding Information			1014

Governance of the Company			1115
Overview of Corporate Governance			11
~~Responsibilities of the Board of Directors~~			11
~~Criteria for Board Membership~~			11
~~Director Nomination Process~~			13
~~Majority Voting Policy~~			14
~~Stockholders Right to Nominate Proxy Access Nominees~~			15
~~Director Independence~~Responsibilities of the Board of Directors			1615
Criteria for Board ~~Leadership Structure~~Membership			1615
~~Board Committee Functions and Membership~~Director Nomination Process			17
~~Board Structure~~Majority Vote Director Resignation Policy			18
~~Executive Sessions of Non-Employee Directors~~Stockholders Right to Nominate Proxy Access Nominees			19
~~The Board’s Role in Risk Oversight~~Director Independence			19
Board Leadership Structure			20
Board Committee Functions and ~~Committee Evaluations~~Membership			21
Board Structure			22
Executive Sessions ofNon-Employee Directors			22
The Board’s Role in Risk Oversight			23
Board and Committee Evaluations			24
Policy Against Hedging and Pledging Company Securities			2124
Code of Ethics and Business Conduct			2124
~~Meetings~~Compensation Committee Interlocks and ~~Attendance~~Insider Participation			2125
~~Indemnification~~Meetings and Attendance			2125
Indemnification			25
Communications and Company Documents			2226
Communications and Company Documents			2226


Future Stockholder Proposals and Nominations of Directors			2226

The Board of Directors			2428

Director Compensation			3135
Director Compensation Program			3135
~~2015~~2016 Director Compensation Table			3236

Executive Compensation			3337
Introduction			3337
Named Executive Officer Biographies			3337
Compensation Discussion and Analysis			3639
Compensation Committee Report			5358
Executive Compensation Tables			5458

Audit Committee Matters			7578
Audit Committee Report			7578
Principal Accountant Fees and Services			7679
Audit CommitteePre-Approval Policies and Procedures			7679


Stock Ownership Information			7780
Stock Ownership of Officers and Directors			77
~~Stock Ownership of Certain Beneficial Owners~~			78
~~Item 1—Proposal to Elect Three Directors~~			79
~~Item 2—Proposal to Ratify the Appointment of Independent Auditors~~			80
Stock Ownership of Certain Beneficial Owners			81

Item 3—1—Proposal to Elect Eight Directors			82

Item 2—Proposal to Approve Executive Compensation on an Advisory Basis			8183

Item 3—Proposal to Ratify the Appointment of Independent Auditors			84

Item 4—Proposal to Approve the Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Compensation Payments			85

Item 5—Stockholder Proposal to Amend our Proxy Access Bylaw			89

Other Information for Stockholders			8291
Section 16(a) Beneficial Ownership Reporting Compliance			8291
Attending the Annual Meeting			8291
Related Party Transactions			8291

Annex A—Performance-Based Compensation Policy of Huntington Ingalls Industries, Inc.			94

	•
Date and Time:		~~Date and Time:~~~~April 29, 2016,~~May 3, 2017, at 11:00 a.m. Eastern Daylight Time


		Board Vote Recommendation	Page Reference (for more information)
1.	Elect eight directors	FOR	82
2.	Approve the company’s executive compensation on an advisory basis	FOR	83
3.	Ratify the appointment of our independent auditors	FOR	84
4.	Approve our Performance-Based Compensation Policy to preserve the tax deductibility of performance-based compensation payments	FOR	85
5.	Consider a stockholder proposal to amend our proxy access bylaw, if properly presented at the meeting	AGAINST	89


Board Structure and Governance		•		All directors are independent except for our Chief Executive Officer
			~~Board Vote~~ ~~Recommendation~~ •		~~Page Reference~~ ~~(for more~~ ~~information)~~	Each of the Audit, Compensation, Governance and Policy and Finance Committees is comprised of independent directors
	~~1. Elect three directors~~	•		~~FOR~~Independent directors meet in executive session at each regularly scheduled Board meeting
		•			79	Independent non-executive Chairman of the Board
	~~2. Ratify the appointment of our independent auditors~~	•		~~FOR~~Annual Board and committee self-assessment process
		•			80	Director term limits
	~~3. Approve executive compensation on an advisory basis~~	•		~~FOR~~Mandatory director retirement age
		•		Limits on outside public company board service by directors to prevent overboarding
81
Stockholder Rights		•		Annual election of directors beginning in 2018 (completing phase-out of classified Board)
		•		Director resignation policy if more votes are withheld than cast for any director
		•		Eligible stockholders may include their own director nominees in our proxy materials (proxy access)
		•		Stockholders have the right to call a special meeting of stockholders
		•		No stockholder rights plan (poison pill)

Stock Ownership		•		Stock ownership guidelines and holding requirements for non-employee directors and executives
		•		Clawback policy for all performance-based compensation
		•		Prohibition on directors and executives hedging or pledging our common stock


~~Audit Fees~~ Director Independence	~~7,207~~	Director Diversity
~~Audit-Related Fees~~			~~922~~
~~Tax Fees~~ Director Age Mix	15
~~All Other Fees~~	23

~~Total~~	~~8,167~~


Annual Meeting	2016			2015			2014			2013			2012
Votes Cast “FOR”Say-On-Pay Proposal		99	%		99	%		99	%		99	%		84	%


2016 Financial Highlights	2016 Results ($ in millions, except per share data)
Revenues	$	7,068
Operating Income	$	858
Operating Margin		12.1	%
Segment Operating Income*	$	715
Cash from Operations	$	822
Free Cash Flow*	$	537
Net Earnings	$	573
Diluted Earnings Per Share	$	12.14
Contract Awards	$	5,245


($ in thousands)			2016
Fees Billed:
Audit Fees			7,198
Audit-Related Fees			1,048
Tax Fees			5
All Other Fees			23
Total			8,274


Name & Principal Position	Salary ($)		Bonus ($)		Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value ($)		All Other Compensation ($)		Total ($)
C. Michael Petters,		986,538				3,799,926		2,102,736		1,239,275		30,483		8,158,958
President and Chief Executive Officer
Barbara A. Niland,		588,288				1,246,230		793,100		667,432		66,043		3,361,093
Corporate Vice President, Business Management and Chief Financial Officer
Kellye L. Walker,		491,231		220,000		1,251,251		721,000		0		166,630		2,850,112
Corporate Vice President and General Counsel
Matthew J. Mulherin,		534,808				1,081,462		470,453		-486,616		59,643		1,659,749
Corporate Vice President and President, Newport News Shipbuilding
Brian Cuccias,		442,309				839,934		613,463		826,841		42,907		2,765,454
Corporate Vice President and President, Ingalls Shipbuilding


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)	Total ($)
Robert F. Bruner		113,288		99,724		—		213,012
Robert F. Bruner*										34,616		49,848	—		84,464
Augustus L. Collins**										19,837		0	—		19,837
Thomas B. Fargo		350,000		99,724		—		449,724		350,000		99,632	—		449,632
Victoria D. Harker		110,000		99,724		—		209,724		110,000		99,632	—		209,632
Anastasia D. Kelly		115,000		99,724		—		214,724		115,000		99,632	—		214,632
Paul D. Miller		120,000		99,724		—		219,724		120,000		99,632	—		219,632
Thomas C. Schievelbein		130,000		99,724		—		229,724		130,000		99,632	—		229,632
Karl M. von der Heyden		120,000		99,724		—		219,724
John K. Welch*		102,008		74,769		—		176,777
Stephen R. Wilson**		20,313		0		—		20,313
Karl M. von der Heyden*										39,561		49,848	—		89,409
John K. Welch										120,000		99,632	—		219,632
Stephen R. Wilson										118,352		99,632	—		217,984



C. Michael Petters		President and Chief Executive Officer
Christopher D. Kastner*		Executive Vice President, Business Management and Chief Financial Officer
Kellye L. Walker		Executive Vice President and General Counsel
Matthew J. Mulherin		Executive Vice President and President, Newport News Shipbuilding
Brian J. Cuccias		Executive Vice President and President, Ingalls Shipbuilding
Barbara A. ~~Niland~~ Niland**		Corporate Vice President, Business Management and Chief Financial Officer (retired)

*
~~Kellye L. Walker~~		Mr. Kastner became Executive Vice President, Business Management and Chief Financial Officer on March 1, 2016. Prior to that, he served as Corporate Vice President, Corporate Strategy and ~~General Counsel~~Development.

**
~~Matthew J. Mulherin~~		Ms. Niland served as Corporate Vice President, Business Management and ~~President, Newport News Shipbuilding~~

~~Brian J. Cuccias~~		~~Corporate Vice President and President, Ingalls Shipbuilding~~Chief Financial Officer until her retirement from the company on March 1, 2016.

	•

WHAT WE DO
Consideration of Annual“Say-on-Pay” Advisory Vote		*~~Consideration of Annual “Say-on-Pay” Advisory Vote:~~*The Compensation Committee considers the results of the annual stockholder ~~“Say-on-Pay”~~“Say-on-Pay” advisory vote on executive compensation.



WHAT WE DO
		stock units that are payable in the fifth calendar year after the year in which the annual equity award is earned (or, if earlier, upon termination of the director’s board service).

	•

WHAT WE DON’T DO
No Employment Agreements for Executives		*~~No Employment Agreements:~~*None of our NEOs have employment agreements, so each NEO is employed by the company “at will.” We maintain a severance plan that provides for the payment of severance benefits in limited termination circumstances.


BWX Technologies, Inc. *	~~Orbital ATK~~BWX Enterprises, Inc. **
~~Exelis Inc.~~	~~Oshkosh Corporation~~
~~Federal-Mogul Corporation~~ NRG Energy, Inc.	~~Precision Castparts Corp.~~
~~Harris Corporation~~	~~Rockwell Collins, Inc.~~
~~KBR Inc.~~	Chicago Bridge & Iron Company	Orbital ATK Inc.
~~L-3 Communications Holdings~~	Exelis Inc.	Oshkosh Corporation
	Federal-Mogul Corporation	Precision Castparts Corp.
	Harris Corporation	Rockwell Collins, Inc.
	KBR Inc.	Spirit AeroSystems Holdings, Inc.
~~Moog~~	L-3 Communications Holdings Inc.	Teledyne Technologies Incorporated
~~NRG Energy,~~	Moog Inc.	Triumph Group, Inc.


Name	Title	~~Title~~		~~2015~~2016 Annual Salary ($)
C. Michael Petters *	President and Chief Executive Officer		~~950,000~~1
~~Barbara A. Niland~~Christopher D. Kastner	~~Corporate~~Executive Vice President, Business Management and Chief Financial Officer		~~566,500~~475,000
Kellye L. Walker	~~Corporate~~Executive Vice President and General Counsel		515,000
Matthew J. Mulherin	~~Corporate~~Executive Vice President and President, Newport News Shipbuilding		515,000
Brian J. Cuccias	~~Corporate~~Executive Vice President and President, Ingalls Shipbuilding		~~450,000~~515,000
Barbara A. Niland, retired	Corporate Vice President, Business Management and Chief Financial Officer		566,500


Name	Incentive Target as % of Base Salary (%)		2015 Target Bonus ($)		Incentive Target as % of Base Salary (%)		2016 Target Bonus ($)
C. Michael Petters		125		1,187,500		125		1,187,500
Barbara A. Niland		70		396,550
Christopher D. Kastner						70		332,500
Kellye L. Walker		70		360,500		70		360,500
Matthew J. Mulherin		70		360,500		70		360,500
Brian J. Cuccias		70		315,000		70		360,500
Barbara A. Niland, retired						70		396,550


Corporate 2015 Metrics	Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
OM%—Performance (%)		8.35		8.49		9.19		9.50		200		50	%		100
Corporate 2016 Metrics																Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
OM—Performance (%)																	8.62		9.07		9.41		10.12		200		50	%		100
FCF—Performance ($M)		520		564		643		686		200		50	%		100		411		459		527		676		200		50	%		100

Total Performance (CPF)										Total AIP Score					200										Total AIP Score					200


NN 2015 Metrics	Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
Operational Metrics
Operational Performance (Safety, Quality, Cost, Schedule, Site President Specific)		0		100		200		116		116		75	%		87

Financial Metrics
OM%—Performance (%)		9.00		9.10		9.20		8.98		0		12.50	%		0
FCF—Performance ($M)		377		397		417		293		0		12.50	%		0

Financial Performance												25	%		0

Total Performance (DPF)										Total AIP Score					87


NN 2016 Metrics	Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
Operational Metrics
Operational Performance (Safety, Quality, Cost, Schedule, Site President Specific)		0		100		200		96		99		50	%		50

Financial Metrics
OM—Performance (%)		8.66		8.96		9.11		9.11		100		50	%		50
FCF—Performance ($M)		324		344		364		390		100		50	%		50

Financial Performance												50	%		100

Total Performance										Total AIP Score					150


Ingalls 2015 Metrics	Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
Ingalls 2016 Metrics																Goals @ 0%		Goals @ 100%		Goals @ 200%		Actual		Points		Weighting			Final AIP Points
Operational Metrics
Operational Performance (Safety, Quality, Cost, Schedule, Site President Specific)		0		100		200		186		186		75	%		140		0		100		200		188		150		50	%		75

Financial Metrics
OM%—Performance (%)		9.00		9.10		9.60		17.32		200		12.50	%		25
OM—Performance (%)																	9.60		10.10		10.60		13.44		100		50	%		50
FCF—Performance ($M)		164		184		204		401		200		12.50	%		25		94		114		154		293		100		50	%		50

Financial Performance												25	%		50												50	%		100

Total Performance (DPF)										Total AIP Score					190

Total Performance																									Total AIP Score					175


Name	Incentive Target as % of Base Salary (%)		2015 Long-Term Incentive Target ($)		Actual Award ($)		Incentive Target as % of Base Salary (%)		2016 Long-Term Incentive Target ($)		Actual Award ($)
C. Michael Petters		400		3,800,000		3,799,926		400		3,800,000		3,799,960
Barbara A. Niland		220		1,246,300		1,246,230
Christopher D. Kastner								220		1,045,000		1,044,949
Kellye L. Walker		175		901,250		901,170		175		901,250		901,249
Matthew J. Mulherin		210		1,081,500		1,081,462		210		1,081,500		1,081,472
Brian J. Cuccias		210		840,000		839,934		210		945,000		944,943
Barbara A. Niland, retired								n/a		n/a		n/a


	HII 2013-2015 Goals						Actual Performance (Adj.)
	@ 0%		@ 100%		@ 200%		Actual		Score		Weighting			CPF
EBITDAP ($M) (1)		2,073		2,253		2,478		2,365		150		50	%		75	%
ROIC (%) (2)		29.30		32.60		36.50		40.70		200		50	%		100	%

										Total LTIP Score					175	%


	HII 2014-2016 Goals						Actual Performance (Adj.)
	@ 0%		@ 100%		@ 200%		Actual		Score		Weighting			CPF
EBITDAP (1)		2,159		2,339		2,564		2454		151		50	%		76	%
ROIC% (2)		34.30		38.40		42.20		57		200		50	%		100	%
Total										Total LTIP Score					176	%


Name	Target			% of Target Attained
C. Michael Petters		7 x salary			~~620~~2028	%
~~Barbara A. Niland~~Christopher D. Kastner		3 x salary			~~509~~608	%
Kellye L. Walker		3 x salary			2530	%
Matthew J. Mulherin		3 x salary			~~730~~1467	%
Brian J. Cuccias		3 x salary			~~357~~632	%
Barbara A. Niland, retired	n/a		n/a


Name & Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value ($)(5)		All Other Compensation ($)(6)		Total ($)
C. Michael Petters, President and Chief Executive Officer		2015 2014 2013		986,538 950,000 940,385				3,799,926 3,799,909 3,599,983		2,102,736 1,844,306 1,983,125		1,239,275 6,853,403 2,592,852		30,483 50,580 31,254		8,158,958 13,498,198 9,147,599
Barbara A. Niland, Corporate Vice President, Business Management and Chief Financial Officer		2015 2014 2013		588,288 563,327 550,000				1,246,230 1,209,940 1,209,998		793,100 662,239 642,950		667,432 4,398,420 1,752,179		66,043 64,472 62,728		3,361,093 6,898,398 4,217,855
Kellye L. Walker, Corporate Vice President and General Counsel		2015		491,231		220,000		1,251,251		721,000		0		166,630		2,850,112
Matthew J. Mulherin, Corporate Vice President and President, Newport News Shipbuilding		2015 2014 2013		534,808 512,115 500,000				1,081,462 1,049,955 1,049,970		470,453 538,948 551,250		-486,616 2,023,150 755,953		59,643 59,923 28,735		1,659,749 4,184,091 2,885,908
Brian Cuccias, Corporate Vice President and President, Ingalls Shipbuilding (7)		2015 2014		442,309 376,677				839,934 839,945		613,463 468,832		826,841 589,442		42,907 25,541		2,765,454 2,300,436


Name & Principal Position	Year		Salary ($) (1)			Bonus ($) (2)		Stock Awards ($) (3)		Non-Equity Incentive Plan Compensation ($) (4)		Change in Pension Value ($) (5)		All Other Compensation ($) (6)		Total ($)
C. Michael Petters, President and Chief Executive Office		2016		328,847	(7)				3,799,960		2,018,750		1,000,696		57,983		7,206,236
		2015		986,538					3,799,926		2,102,736		1,239,275		30,483		8,158,958
		2014		950,000					3,799,909		1,844,306		6,853,403		50,580		13,498,198
Christopher D. Kastner, Executive Vice President, Business Management and Chief Financial Officer (8)		2016		463,462					1,044,949		565,250		1,065,316		56,323		3,195,300
Kellye L. Walker,		2016		505,096					901,249		612,850				151,352		2,170,547
Executive Vice President and General Counsel (9)		2015		491,231			220,000		1,251,251		721,000		0		166,630		2,850,112
Matthew J. Mulherin, Executive Vice President and President, Newport News Shipbuilding		2016		515,000					1,081,472		540,750		163,722		32,012		2,332,956
		2015		534,808					1,081,462		470,453		-486,616		59,643		1,659,749
		2014		512,115					1,049,955		538,948		2,023,150		59,923		4,184,091

Brian Cuccias, Executive Vice President and President, Ingalls Shipbuilding division		2016		514,906					944,943		630,877		1,511,713		50,322		3,652,761
		2015		442,309					839,934		613,463		826,841		42,907		2,765,454
		2014		376,677					839,945		468,832		589,442		25,541		2,300,436

Barbara A. Niland, Corporate Vice President, Business Management and Chief Financial Officer, retired (10)		2016		132,910					—		103,714		-5,340,861		40,247		-5,063,990
		2015		588,288					1,246,230		793,100		667,432		66,043		3,361,093
		2014		563,327					1,209,940		662,239		4,398,420		64,472		6,898,398


C. Michael Petters	$	7,599,852	$	7,599,920
Barbara A. Niland	$	2,492,460
Christoper D. Kastner			$	2,089,898
Kellye L. Walker	$	1,802,340	$	1,802,498
Matthew J. Mulherin	$	2,162,923	$	2,162,944
Brian J. Cuccias	$	1,679,868	$	1,889,886
Barbara A. Niland				n/a