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): May 22, 2015
ENGILITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35487 | | 45-3854852 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
3750 Centerview Drive Chantilly, Virginia | | 20151 |
| (Address of principal executive offices) | | (Zip Code) |
(703) 708-1400
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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):
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 21, 2015, Engility Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at the Washington Dulles Airport Marriott in Sterling, Virginia. A total of 35,809,711 shares of the Company’s common stock, out of a total of 36,710,864 shares of the Company’s common stock outstanding and entitled to vote, were present in person or represented by proxies. Each of the proposals is described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2015 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
Proposal 1 – Election of Directors
The following directors were elected to the Company’s Board of Directors to serve as directors until the Company’s 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
| | | | | | | | | | | | |
| | | Votes For | | | Votes
Withheld | | | Broker Non-
Votes | |
Lynn A. Dugle | | | 34,154,959 | | | | 124,447 | | | | 1,530,305 | |
Charles S. Ream | | | 33,888,848 | | | | 390,558 | | | | 1,530,305 | |
Anthony Smeraglinolo | | | 33,420,580 | | | | 858,826 | | | | 1,530,305 | |
Proposal 2 – Ratification of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified.
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 35,667,745 | | 75,997 | | 65,969 | | N/A |
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 33,378,507 | | 825,043 | | 75,856 | | 1,530,305 |
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.
| | | | | | |
| | | | Engility Holdings, Inc. |
| | | |
| Date: May 22, 2015 | | | | By: | | /s/ Jon Brooks |
| | | | Name: | | Jon Brooks |
| | | | Title: | | Vice President, Deputy General Counsel and Assistant Secretary |
