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) |
¨ | 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. |
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 | ||||
David G. Fubini | 50,521,389 | 1,378,574 | 841,273 | 8,008,972 | ||||
John J. Hamre | 50,081,984 | 1,803,410 | 855,842 | 8,008,972 | ||||
Miriam E. John | 50,158,757 | 1,748,736 | 833,743 | 8,008,972 | ||||
John P. Jumper | 48,682,452 | 3,351,078 | 707,706 | 8,008,972 | ||||
Harry M.J. Kraemer, Jr. | 49,745,385 | 2,136,041 | 859,810 | 8,008,972 | ||||
Roger A. Krone | 49,544,323 | 2,442,481 | 754,432 | 8,008,972 | ||||
Gary S. May | 50,642,386 | 1,203,567 | 895,283 | 8,008,972 | ||||
Lawrence C. Nussdorf | 49,166,632 | 2,715,665 | 858,939 | 8,008,972 | ||||
Robert S. Shapard | 50,620,855 | 1,269,865 | 850,516 | 8,008,972 | ||||
Noel B. Williams | 50,608,471 | 1,292,417 | 840,348 | 8,008,972 |
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 | 45,421,953 | |||
Votes against | 6,320,040 | |||
Abstentions | 999,243 | |||
Broker non-votes | 8,008,972 |
3. | The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2015 was approved based upon the following votes: |
Votes for approval | 59,724,741 | |||
Votes against | 696,657 | |||
Abstentions | 328,810 | |||
Broker non-votes | 0 |
4. | The proposal to adopt a policy, and amend the Company’s bylaws, as necessary, to require the Chair of the Board be an independent director did not pass based upon the following votes: |
Votes for approval | 21,764,335 | |||
Votes against | 29,254,750 | |||
Abstentions | 1,722,151 | |||
Broker non-votes | 8,008,972 |
Dated: June 3, 2015 | LEIDOS HOLDINGS, INC. | |||||
By: | /s/ Raymond L. Veldman | |||||
Raymond L. Veldman | ||||||
Senior Vice President and Corporate Secretary |