UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2017
LEIDOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33072 | 20-3562868 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Nos.) |
| 11951 Freedom Drive, Reston, Virginia | 20190 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ telephone number, including area code: (571) 526-6000
N/A
(Former names or former addresses 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
| ☐ | 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 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective as of June 26, 2017, the Board of Directors of Leidos Holdings, Inc. appointed Frank Kendall III to serve as a director. Mr. Kendall will serve as a member of the Nominating and Corporate Governance Committee, the Classified Business Oversight Committee and the Innovation and Technology Committee.
As a director, Mr. Kendall will be entitled to receive the standard remuneration provided to the company’s non-management directors, including (i) an annual cash retainer of $70,000, (ii) fees of $2,000 for each meeting of the Board that he attends and for each meeting of any committee of which he is a member that he attends, and (iii) an annual grant of equity awards valued at approximately $150,000, two-thirds in the form of restricted stock and one-third in the form of stock options.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 28, 2017 | LEIDOS HOLDINGS, INC. | |||||
| By: | /s/ Raymond L. Veldman | |||||
| Raymond L. Veldman | ||||||
| Senior Vice President and Deputy General Counsel | ||||||