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): August 8, 2016 
 
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:
 
x
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.
The Annual Meeting of Stockholders of Leidos Holdings, Inc. was held on August 8, 2016. The final results of the stockholders’ vote on each of the matters presented for a vote is set forth below.

1.
The proposal to issue 76,958,918 shares of Leidos common stock in connection with the merger as disclosed in our proxy statement was approved based upon the following votes:
 
 
 
 
 
 
Votes for approval
 
 
50,152,474
 
Votes against
 
 
2,164,158
 
Abstentions
 
 
870,983
 
Broker non-votes
 
 
6,785,984
 
 
 
2.
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
David G. Fubini
 
50,739,468
 
1,212,241
 
1,235,906
 
6,785,984
Miriam E. John
 
50,309,742
 
1,691,827
 
1,186,046
 
6,785,984
John P. Jumper
 
49,147,560
 
2,779,393
 
1,260,662
 
6,785,984
Harry M.J. Kraemer, Jr.
 
50,211,071
 
1,861,286
 
1,115,258
 
6,785,984
Roger A. Krone
 
50,253,484
 
1,903,522
 
1,030,609
 
6,785,984
Gary S. May
 
50,786,976
 
1,155,498
 
1,245,141
 
6,785,984
Lawrence C. Nussdorf
 
50,423,832
 
1,496,481
 
1,267,302
 
6,785,984
Robert S. Shapard
 
50,764,923
 
1,158,099
 
1,264,593
 
6,785,984
Noel B. Williams
 
50,767,585
 
1,176,995
 
1,243,035
 
6,785,984
 
3.
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
 
 
48,411,489
 
Votes against
 
 
3,258,703
 
Abstentions
 
 
1,517,423
 
Broker non-votes
 
 
6,785,984
 
 


4.
The proposal to approve, on a non-binding, advisory basis, transaction-related compensation as disclosed in our proxy statement was approved based upon the following votes:
 
 
 
 
 
 
Votes for approval
 
 
47,744,082
 
Votes against
 
 
3,694,743
 
Abstentions
 
 
1,748,790
 
Broker non-votes
 
 
6,785,984
 
 

5.
The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2016 was approved based upon the following votes:
 
 
 
 
 
 
Votes for approval
 
 
58,597,803
 
Votes against
 
 
933,214
 
Abstentions
 
 
442,582
 
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: August 12, 2016
 
 
 
LEIDOS HOLDINGS, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Raymond L. Veldman
 
 
 
 
 
 
Raymond L. Veldman
 
 
 
 
 
 
Senior Vice President and Corporate Secretary