Date of Report (Date of Earliest Event Reported): April 30, 2021
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)
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:
☐
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 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
☐
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 April 30, 2021. 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:
Director Nominee
For
Against
Abstain
Broker Non-Votes
Gregory R. Dahlberg
110,888,353
1,848,290
388,101
8,219,709
David G. Fubini
111,522,157
1,083,340
519,247
8,219,709
Miriam E. John
110,512,274
2,209,315
403,155
8,219,709
Frank Kendall III
111,127,758
1,537,292
459,694
8,219,709
Robert C. Kovarik, Jr.
111,244,379
1,327,334
553,031
8,219,709
Harry M.J. Kraemer, Jr.
108,580,070
4,105,021
439,653
8,219,709
Roger A. Krone
107,764,350
4,826,495
533,899
8,219,709
Gary S. May
111,689,260
902,847
532,636
8,219,709
Surya N. Mohapatra
111,410,982
1,199,461
514,302
8,219,709
Robert S. Shapard
109,589,866
3,059,820
475,058
8,219,709
Susan M .Stalnecker
111,638,574
1,036,901
449,269
8,219,709
Noel B. Williams
111,414,759
1,258,094
451,890
8,219,709
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
107,649,197
Votes against
4,480,716
Abstentions
994,832
Broker non-votes
8,219,709
3. The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based upon the following votes:
Votes for approval
116,900,988
Votes against
4,213,184
Abstentions
230,281
Broker non-votes
N/A
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104
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.