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)
November 2, 2022
HUNTINGTON INGALLS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 1-34910 | 90-0607005 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4101 Washington Avenue, Newport News, Virginia | 23607 | |
(Address of principal executive offices) | (Zip Code) |
(757) 380-2000
(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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common Stock | HII | New York Stock Exchange |
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 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Form 8-K is incorporated herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 2, 2022, the Board of Directors of Huntington Ingalls Industries, Inc. (the “Corporation”) approved amendments (the “Amendments”) to the Corporation’s bylaws, which became effective immediately. The Amendments, among other things: (i) adopt a majority vote standard for the election of directors in uncontested director elections, (ii) add provisions specifying the requirements with which a stockholder desiring to utilize the universal proxy rules adopted by the Securities and Exchange Commission will need to comply, (iii) expand the advance notice disclosure requirements for stockholders to propose business at a stockholder meeting or to nominate directors, (iv) expand the types of claims subject to the Corporation’s exclusive forum provision to include any action asserting an “internal corporate claim” as that term is defined in Section 115 of the Delaware General Corporation Law and (v) address recent updates to the Delaware General Corporation Law, including provisions regarding electronic communications and the availability of stockholder lists.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the amended bylaws, marked to show the Amendments, a copy of which is included in this report as Exhibit 3.1 and incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | ||
3.1 | Restated Bylaws of Huntington Ingalls Industries, Inc., as amended | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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.
HUNTINGTON INGALLS INDUSTRIES, INC. | ||||||
Date: November 8, 2022 | By: | /s/ Charles R. Monroe, Jr. | ||||
Charles R. Monroe, Jr. | ||||||
Corporate Vice President, Associate General Counsel and Secretary |