Leidos Holdings 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
$LDOS
EDP Services
Technology
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): May 6, 2025 (May 2, 2025 )
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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).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
As disclosed in Leidos Holdings, Inc.'s ("Company") definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 17, 2025 ("Proxy Statement"), the Company's Board of Directors ("Board") approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (a) clarify rights of stockholders to call a special meeting, and (b) limit liability of officers as permitted by law ("Amendments"), subject to stockholder approval at the Company's Annual Meeting of Stockholders held on May 2, 2025 ("Annual Meeting"). At the Annual Meeting, stockholders considered and approved the Amendments. On May 2, 2025, the Company has filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendments, which was effective upon filing.
The Certificate of Amendment that reflects the approved Amendments is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting was held on May 2, 2025. The final results of the stockholders’ vote on each of the matters presented for a vote are set forth below.
1. The nominees for election to the Company's Board set forth in Item 1 to the Company’s Proxy Statement, were elected, each for a one-year term, based upon the following votes:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Thomas A. Bell | 93,838,483 | 1,493,495 | 453,278 | 9,782,356 | ||||||||||
| Gregory R. Dahlberg | 93,474,122 | 1,812,959 | 498,174 | 9,782,356 | ||||||||||
| David G. Fubini | 89,317,331 | 5,978,129 | 489,796 | 9,782,356 | ||||||||||
| Noel B. Geer | 92,154,019 | 3,111,517 | 519,720 | 9,782,356 | ||||||||||
| Tina W. Jonas | 95,067,749 | 399,255 | 318,252 | 9,782,356 | ||||||||||
| Harry M. J. Kraemer, Jr. | 89,674,168 | 5,630,459 | 480,629 | 9,782,356 | ||||||||||
| Gary S. May | 91,407,943 | 3,833,778 | 543,535 | 9,782,356 | ||||||||||
| Nancy A. Norton | 94,041,130 | 1,427,223 | 316,903 | 9,782,356 | ||||||||||
| Patrick M. Shanahan | 82,838,331 | 12,464,687 | 482,238 | 9,782,356 | ||||||||||
| Robert S. Shapard | 83,716,211 | 11,556,925 | 512,120 | 9,782,356 | ||||||||||
2. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement was approved based upon the following votes:
| Votes for approval | 90,205,635 | |||||||||||||
| Votes against | 4,759,336 | |||||||||||||
| Abstentions | 820,285 | |||||||||||||
| Broker non-votes | 9,782,356 | |||||||||||||
3. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 2, 2026, was approved based upon the following votes:
| Votes for approval | 99,487,901 | |||||||||||||
| Votes against | 5,823,563 | |||||||||||||
| Abstentions | 256,148 | |||||||||||||
| Broker non-votes | N/A | |||||||||||||
4. The proposal to approve the amendment to the certificate of incorporation to clarify rights of stockholders to call a special meeting was approved based upon the following votes:
| Votes for approval | 86,888,456 | |||||||||||||
| Votes against | 8,517,635 | |||||||||||||
| Abstentions | 379,165 | |||||||||||||
| Broker non-votes | 9,782,356 | |||||||||||||
5. The proposal to approve the amendment to the certificate of incorporation to limit liability of officers as permitted by law was approved based upon the following votes:
| Votes for approval | 83,966,415 | |||||||||||||
| Votes against | 11,347,575 | |||||||||||||
| Abstentions | 471,266 | |||||||||||||
| Broker non-votes | 9,782,356 | |||||||||||||
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit 3.1 | |||||
| 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.
| LEIDOS HOLDINGS, INC. | |||||||||||||||||
| Date: | May 6, 2025 | By: | /s/ Brian Z. Liss | ||||||||||||||
| Brian Z. Liss | |||||||||||||||||
| Its: | SVP, Deputy General Counsel and Corporate Secretary | ||||||||||||||||