Date of Report (Date of Earliest Event Reported): February 11, 2022
LEIDOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33072
20-3562868
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1750 Presidents Street,
Reston,
Virginia
20190
(Address of principal executive office)
(Zip Code)
(571) 526-6000
(Registrants' telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 symbol(s)
Name of each exchange on which registered
Common stock, par value $.0001 per share
LDOS
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
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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. ☐
FORM 8-K
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 11, 2022, the Board of Directors (the "Board") of Leidos Holdings, Inc. (the "Company") increased the size of the Board to 12 members and elected Patrick M. Shanahan as a Director of the Company, effective February 16, 2022. The Board has also appointed Mr. Shanahan as a member of its Corporate Governance and Ethics Committee and Technology and Information Security Committee. A copy of the press release announcing Mr. Shanahan’s election is attached as Exhibit 99.1 to this report.
The Board of Directors has determined that Mr. Shanahan is independent and meets the applicable independence requirements of the New York Stock Exchange. Mr. Shanahan will receive compensation for his service as a non-employee member of the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on March 19, 2021.
There are no arrangements or understandings between Mr. Shanahan and any other person pursuant to which Mr. Shanahan was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Shanahan has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.
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.
