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): May 12, 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Leidos Holdings, Inc. was held on May 12, 2017. The final results of the stockholders’ vote on each of the matters presented for a vote is set forth below.
| 1. | The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes: |
| Number of Votes | ||||||||
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Gregory R. Dahlberg | 112,386,146 | 1,860,018 | 309,673 | 15,330,696 | ||||
| David G. Fubini | 112,704,620 | 1,414,146 | 437,071 | 15,330,696 | ||||
| Miriam E. John | 112,509,484 | 1,694,683 | 351,670 | 15,330,696 | ||||
| John P. Jumper | 110,914,722 | 3,239,018 | 402,097 | 15,330,696 | ||||
| Harry M.J. Kraemer, Jr. | 112,353,966 | 1,691,084 | 510,787 | 15,330,696 | ||||
| Roger A. Krone | 111,033,588 | 3,039,376 | 482,873 | 15,330,696 | ||||
| Gary S. May | 112,628,192 | 1,448,777 | 478,868 | 15,330,696 | ||||
| Surya N. Mohapatra | 112,472,740 | 1,572,286 | 510,811 | 15,330,696 | ||||
| Lawrence C. Nussdorf | 110,373,996 | 1,295,644 | 2,686,197 | 15,330,696 | ||||
| Robert S. Shapard | 113,180,974 | 853,976 | 520,887 | 15,330,696 | ||||
| Susan M .Stalnecker | 113,154,179 | 915,871 | 485,787 | 15,330,696 | ||||
| Noel B. Williams | 112,800,124 | 1,276,828 | 478,885 | 15,330,696 | ||||
| 2. | The proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in our proxy statement was approved based upon the following votes: |
| Votes for approval | 108,864,145 | |||
| Votes against | 4,728,170 | |||
| Abstentions | 963,522 | |||
| Broker non-votes | 15,330,696 | |||
| 3. | The stockholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of our named executive officers as follows: |
| Votes for 1 Year | 98,560,724 | |||
| Votes for 2 Years | 1,358,820 | |||
| Votes for 3 Years | 14,086,478 | |||
| Votes Abstained | 549,815 | |||
| Broker non-votes | 15,330,696 | |||
The Board of Directors recommended that stockholders vote to hold future advisory votes to approve the compensation of our named executive officers on an annual basis. Consistent with such recommendation and the strong support for an annual vote as reflected in the above voting results, we will hold future advisory votes to approve the compensation of our named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of executives (which would be at the 2023 Annual Meeting of Stockholders unless presented earlier). | |
| 4. | The proposal to approve, the Amended and Restated 2006 Employee Stock Purchase Plan as disclosed in our proxy statement was approved based upon the following votes: |
| Votes for approval | 113,152,261 | |||
| Votes against | 757,513 | |||
| Abstentions | 646,063 | |||
| Broker non-votes | 15,330,696 | |||
| 5. | The proposal to approve, the 2017 Omnibus Incentive Plan as disclosed in our proxy statement was approved based upon the following votes: |
| Votes for approval | 103,894,043 | |||
| Votes against | 9,687,531 | |||
| Abstentions | 974,263 | |||
| Broker non-votes | 15,330,696 | |||
| 6. | The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2017 was approved based upon the following votes: |
| Votes for approval | 128,292,365 | |||
| Votes against | 1,230,780 | |||
| Abstentions | 363,388 | |||
| Broker non-votes | 0 | |||
SIGNATURES
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: May17, 2017 | LEIDOS HOLDINGS, INC. | |||||
| By: | /s/ Raymond L. Veldman | |||||
| Raymond L. Veldman | ||||||
| Senior Vice President and Deputy General Counsel | ||||||