Document


 
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