UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 4, 2020
Date of Report (Date of earliest event reported)
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-34460 | | 13-3818604 |
(State or Other Jurisdiction of
Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
10680 Treena St., Suite 600
San Diego, CA 92131
(Address of Principal Executive Offices) (Zip Code)
(858) 812-7300
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | KTOS | The NASDAQ Global Select Market |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of the 2014 Equity Incentive Plan, as amended.
On June 4, 2020, at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Kratos Defense & Security Solutions, Inc. (the “Company”) approved an amendment of the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), to increase the available share reserve by 4,700,000 shares as described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”). The amended 2014 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors.
A summary of the amended 2014 Plan is set forth in the Company’s Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the amended 2014 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2020, the Company held its Annual Meeting. As of the record date for the Annual Meeting, there were 106,960,828 shares of the Company’s common stock outstanding. At the Annual Meeting, the holders of 96,119,739 shares were represented in person or by proxy. Set forth below is a brief description of each matter acted upon by the stockholders of the Company at the Annual Meeting and the final voting results for each such proposal. These proposals are set out in more detail in the Company’s Proxy Statement.
1. The stockholders considered a proposal to elect each of the individuals named below as directors to serve until the next annual meeting or until their successors are duly elected and qualified. The nominees for election to the Board of Directors were elected, each to serve until the next annual meeting, based upon the following votes:
| | | | | | | | | | | | | | |
| Nominee | For | Withheld | | Broker
Non-Votes |
| Scott Anderson | 70,344,533 | | 8,899,845 | | | 16,875,361 | |
| Eric DeMarco | 78,103,127 | | 1,141,251 | | | 16,875,361 | |
| William Hoglund | 68,967,172 | | 10,277,206 | | | 16,875,361 | |
| Scot Jarvis | 68,939,373 | | 10,305,005 | | | 16,875,361 | |
| Jane Judd | 77,545,744 | | 1,698,634 | | | 16,875,361 | |
| Samuel Liberatore | 75,472,481 | | 3,771,897 | | | 16,875,361 | |
| Amy Zegart | 71,566,950 | | 7,677,428 | | | 16,875,361 | |
2. The stockholders considered a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2020. This proposal was approved based upon the following votes:
| | | | | |
| For | 95,738,748 | |
| Against | 202,759 | |
| Abstain | 178,232 | |
3. The stockholders considered a proposal to approve an amendment to the Company's 2014 Equity Incentive Plan, as amended, to increase the number of shares issuable under the plan by 4,700,000 shares. This proposal was approved based upon the following votes:
| | | | | |
| For | 75,087,273 | |
| Against | 3,975,866 | |
| Abstain | 181,239 | |
4. The stockholders considered a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as presented in the Company’s Proxy Statement. This proposal was approved based upon the following votes:
| | | | | |
| For | 68,060,702 | |
| Against | 10,700,726 | |
| Abstain | 482,950 | |
| Broker Non-Votes | 16,875,361 | |
Item 9.01. Financial Statements and Exhibits.
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| (d) | Exhibits. | |
| | |
| Exhibit No. | Description |
| 10.1 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2020
Kratos Defense & Security Solutions, Inc.
By: /s/ Marie Mendoza
Marie Mendoza
Vice President, General Counsel & Secretary
