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): June 15, 2012
| Commission File Number |
Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Offices and Telephone Number |
State of Incorporation |
I.R.S. Employer Identification No | |||
| 001-33072 | SAIC, Inc. | Delaware | 20-3562868 | |||
| 1710 SAIC Drive, McLean, Virginia 22102 | ||||||
| (703) 676-4300 |
N/A
(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)) |
FORM 8-K
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of June 15, 2012, the Board of Directors of SAIC, Inc. adopted amendments to the corporation’s bylaws to provide that at any time the Chair of the Board is not an independent director, then the independent directors may designate an independent Lead Director. The bylaws of SAIC, Inc., as amended, are attached to this report as Exhibit 3.1 and are incorporated by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of SAIC, Inc. was held on June 15, 2012. 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 |
||||||||||||
| France A. Córdova |
209,595,010 | 24,881,982 | 6,607,541 | 27,320,626 | ||||||||||||
| Jere A. Drummond |
197,084,504 | 37,505,915 | 6,494,114 | 27,320,626 | ||||||||||||
| Thomas F. Frist III |
215,186,986 | 19,365,426 | 6,532,121 | 27,320,626 | ||||||||||||
| John J. Hamre |
212,642,070 | 21,503,282 | 6,939,181 | 27,320,626 | ||||||||||||
| Miriam E. John |
212,345,948 | 22,680,579 | 6,058,006 | 27,320,626 | ||||||||||||
| Anita K. Jones |
211,471,966 | 23,752,964 | 5,859,603 | 27,320,626 | ||||||||||||
| John P. Jumper |
193,627,765 | 41,788,254 | 5,668,514 | 27,320,626 | ||||||||||||
| Harry M.J. Kraemer, Jr. |
210,605,733 | 24,305,592 | 6,173,208 | 27,320,626 | ||||||||||||
| Lawrence C. Nussdorf |
213,199,102 | 21,255,808 | 6,629,623 | 27,320,626 | ||||||||||||
| Edward J. Sanderson, Jr. |
212,112,967 | 22,245,807 | 6,725,759 | 27,320,626 | ||||||||||||
| A. Thomas Young |
206,071,447 | 28,845,189 | 6,167,897 | 27,320,626 | ||||||||||||
| 2. | The proposal to approve the merger of SAIC, Inc. with and into its wholly-owned subsidiary, Science Applications International Corporation, was approved based upon the following votes: |
| Votes for approval |
230,384,157 | |||
| Votes against |
6,705,751 | |||
| Abstentions |
3,994,625 | |||
| Broker non-votes |
27,320,626 |
| 3. | The proposal to approve amendments to our 2006 Equity Incentive Plan was approved based upon the following votes: |
| Votes for approval |
208,754,925 | |||
| Votes against |
26,282,012 | |||
| Abstentions |
6,047,596 | |||
| Broker non-votes |
27,320,626 |
| 4. | The proposal to approve, on an advisory basis, the compensation of our named executive officers was approved based upon the following votes: |
| Votes for approval |
206,694,431 | |||
| Votes against |
27,587,870 | |||
| Abstentions |
6,802,232 | |||
| Broker non-votes |
27,320,626 |
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| 5. | The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013 was approved based upon the following votes: |
| Votes for approval |
253,429,967 | |||
| Votes against |
12,096,074 | |||
| Abstentions |
2,879,118 | |||
| Broker non-votes |
none |
| 6. | The stockholder proposal regarding shareholder action by written consent was not approved based upon the following votes: |
| Votes for approval |
110,416,195 | |||
| Votes against |
123,229,482 | |||
| Abstentions |
7,438,856 | |||
| Broker non-votes |
27,320,626 |
| Item 8.01 | Other Events. |
Effective as of June 15, 2012, the Board of Directors elected John P. Jumper, the corporation’s President and Chief Executive Officer, to serve as the Chair of the Board. In addition, the Board appointed Lawrence C. Nussdorf, an independent director, to serve as Lead Director.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 3.1 | Restated Bylaws of SAIC, Inc. |
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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.
| (Registrant) | SAIC, INC. | |||||||
| Date: June 20, 2012 | By: | /s/ Vincent A. Maffeo | ||||||
| Vincent A. Maffeo | ||||||||
| Its: | Executive Vice President and General Counsel | |||||||
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