Huntington Ingalls Industries Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Marine Transportation
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(757 ) 380-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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)) | |||||
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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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
As disclosed in our Proxy Statement, the Board of Directors of the Company approved amendments (the "Amendments") to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to: (1) provide for the elimination of personal liability of certain officers for monetary damages for breach of certain fiduciary duties as an officer, to the extent permitted by the Delaware General Corporation Law ("DGCL"), and (2) conform Article Twelfth of the Certificate of Incorporation with the special meeting bylaw provision under the Company's Restated Bylaws, in each case, subject to stockholder approval at the 2025 Annual Meeting.
At the 2025 Annual Meeting, stockholders considered and approved the Amendments. The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendments, which was effective upon filing. Following the filing of the certificate of amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendments, which became effective upon filing.
On April 30, 2025, the Board of Directors considered and approved amendments to the Company's restated Bylaws to reflect recent changes to the DGCL, emerging practices, clarify information and other requirements, clarify certain provisions relating to indemnification, and make certain other changes. The amendments provide a later deadline for the Company’s receipt of stockholder nominations for director (other than proxy access candidates) and stockholder proposals (other than proposals under Rule 14a-8 under the Securities and Exchange Act of 1934). For the 2026 annual meeting of stockholders, the deadline for those nominations and proposals is January 30, 2026, and stockholders must comply with the provisions of the Restated Bylaws, as amended. The Restated Bylaws were effective upon adoption by the Board of Directors.
Copies of the Restated Certificate of Incorporation and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On April 30, 2025, Huntington Ingalls Industries, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.
Item 1 - Election of Directors
Votes regarding the election of 12 directors, for terms ending in 2026, were as follows:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Augustus L. Collins | 31,465,020 | 126,410 | 33,699 | 3,377,153 | ||||||||||||||||||||||
| Leo P. Denault | 31,463,726 | 88,711 | 72,692 | 3,377,153 | ||||||||||||||||||||||
| Kirkland H. Donald | 30,769,661 | 826,399 | 29,069 | 3,377,153 | ||||||||||||||||||||||
| Craig S. Faller | 31,434,035 | 119,424 | 71,670 | 3,377,153 | ||||||||||||||||||||||
| Victoria D. Harker | 30,148,203 | 1,444,874 | 32,052 | 3,377,153 | ||||||||||||||||||||||
| Frank R. Jimenez | 31,112,644 | 416,753 | 95,732 | 3,377,153 | ||||||||||||||||||||||
| Christopher D. Kastner | 31,431,002 | 165,894 | 28,233 | 3,377,153 | ||||||||||||||||||||||
| Anastasia D. Kelly | 30,104,722 | 1,464,496 | 55,911 | 3,377,153 | ||||||||||||||||||||||
| Tracy B. McKibben | 31,221,651 | 344,301 | 59,177 | 3,377,153 | ||||||||||||||||||||||
| Stephanie L. O'Sullivan | 31,466,262 | 86,067 | 72,800 | 3,377,153 | ||||||||||||||||||||||
| Thomas C. Schievelbein | 30,318,052 | 1,277,988 | 29,089 | 3,377,153 | ||||||||||||||||||||||
| John K. Welch | 27,767,053 | 3,828,850 | 29,226 | 3,377,153 | ||||||||||||||||||||||
Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis
Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:
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| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 30,456,940 | 1,033,988 | 134,201 | 3,377,153 | |||||||||||||||||
Item 3 - Proposal to Ratify the Appointment of the Company's Independent Auditor
Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2025 were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 34,005,499 | 926,236 | 70,547 | — | |||||||||||||||||
Item 4 - Proposal to Eliminate the Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law
Votes on a proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 26,048,680 | 5,516,618 | 59,831 | 3,377,153 | |||||||||||||||||
Item 5 – Proposal to Amend Restated Certificate of Incorporation to Conform with Special Meeting Bylaw
Votes on a proposal to amend the Company's Restated Certificate of Incorporation to conform with the Company's special meeting bylaw were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 31,294,405 | 273,517 | 57,207 | 3,377,153 | |||||||||||||||||
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |||||||
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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.
| HUNTINGTON INGALLS INDUSTRIES, INC. | ||||||||||||||||||||
May 5, 2025 | By: | /s/ Tiffany M. King | ||||||||||||||||||
| Tiffany M. King | ||||||||||||||||||||
| Corporate Vice President, Associate General Counsel and Secretary | ||||||||||||||||||||
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INDEX TO EXHIBITS
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |||||||
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