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
Date of Report: (Date of earliest Event Reported: August 17, 2011)
THE KEYW HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 001-34891
| Maryland | 27-1594952 |
| (State or other jurisdiction of | (IRS Employer ID No.) |
| incorporation or organization) | |
| | |
| 1334 Ashton Road, Suite A | |
| Hanover, Maryland | 21076 |
| (Address of principal executive office) | (Zip Code) |
| | |
| Registrant's telephone number, including area code: | (443) 270-5300 |
| | |
| Former name or former address, if changed since last report | Not Applicable |
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):
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
THE KEYW HOLDING CORPORTION
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of The KEYW Holding Corporation (“KEYW” or the “Company”) was held on August 17, 2011. At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:
| 1. | Election of Directors. |
| NOMINEE | | FOR | | WITHHELD | | BROKER NON-VOTES |
| William I. Campbell | | 21,115,019 | | 84,859 | | 2,320,024 |
| Pierre A. Chao | | 20,984,002 | | 215,876 | | 2,320,024 |
| John G. Hannon | | 20,323,403 | | 876,475 | | 2,320,024 |
| Kenneth A. Minihan | | 21,093,810 | | 106,068 | | 2,320,024 |
| Arthur L. Money | | 21,034,203 | | 165,675 | | 2,320,024 |
| Leonard E. Moodispaw | | 16,834,780 | | 4,365,098 | | 2,320,024 |
| Caroline S. Pisano | | 20,376,946 | | 822,932 | | 2,320,024 |
| | | | | | | |
| 2. | Ratification of the Appointment of Grant Thornton, LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2011. |
| FOR | | AGAINST | | ABSTAINED | | BROKER NON-VOTES |
| 23,319,950 | | 198,494 | | 1,458 | | 0 |
| 3. | Approval, on a Non-Binding Advisory Basis, the Compensation of the Company’s Named Executive Officers. |
| FOR | | AGAINST | | ABSTAINED | | BROKER NON-VOTES |
| 14,176,332 | | 7,021,739 | | 1,807 | | 2,320,024 |
| 4. | Approval, on a Non-Binding Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers. |
| 1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | | BROKER NON-VOTES |
| 12,779,711 | | 264,465 | | 7,999,102 | | 156,600 | | 2,320,024 |
THE KEYW HOLDING CORPORTION
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.
| | THE KEYW HOLDING CORPORATION |
| | (Registrant) | |
| | | |
| | | |
| | | |
| | /s/ John E. Krobath | |
| DATE: August 18, 2011 | John E. Krobath | |
| | Chief Financial Officer | |
