Engility 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM8-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 26, 2017 (May 25, 2017)

ENGILITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35487	61-1748527
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	4803 Stonecroft Blvd. Chantilly, VA	20151
	(Address of principal executive offices)	(Zip Code)

(703)633-8300

(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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.

On May 25, 2017, Engility Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders via live audio webcast. A total of 35,907,294 shares of the Company’s common stock, out of a total of 36,807,671 shares of the Company’s common stock outstanding and entitled to vote, were present or represented by proxies. Each of the proposals is described in detail in 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 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

	Votes For		Votes Withheld		Broker Non-Votes
John W. Barter, III		33,958,097		612,227		1,336,970
Anthony Principi		33,892,763		677,561		1,336,970
Peter A. Marino		34,355,765		214,559		1,336,970
David A. Savner		33,967,569		602,755		1,336,970

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, 2017 was ratified.

Votes For	Votes Against	Votes Abstained	BrokerNon-Votes
35,840,302	47,133	19,859	N/A

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on anon-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

Votes For	Votes Against	Votes Abstained	BrokerNon-Votes
33,458,368	898,773	213,183	1,336,970

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 26, 2017	By:	/s/ Jon Brooks
	Name:	Jon Brooks
	Title:	Vice President, Deputy General Counsel and Assistant Secretary