Leonardo DRS 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
$DRS
Industrial Machinery/Components
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): June 4, 2025
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(Exact name of registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(703 ) 416-8000
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2.below):
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Trading Symbol | Name of each exchange on which registered | ||||||
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, on June 4, 2025, Leonardo DRS, Inc. (“Leonardo DRS” or the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove certain “pop-up” supermajority voting requirements in Article Twelfth (the “Amendment”).
The Amendment calls for the elimination of requirements in Article Twelfth that currently provide that under certain circumstances, certain provisions of the Charter may only be altered, amended, or repealed and any provisions inconsistent therewith be adopted or added if such alteration, amendment, repeal, adoption or addition is approved by 66 ⅔% of the voting power of the outstanding common stock then entitled to vote at any annual meeting or special meeting of stockholders.
The Amendment took effect upon the filing of a Third Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware (the “Third Amended and Restated Certificate of Incorporation”) on June 5, 2025.
Additionally, the Company’s Board of Directors approved an amendment and restatement of the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Third Amended and Restated Certificate of Incorporation. The Bylaws were amended and restated to remove a “pop-up” supermajority requirement to amend, alter, or repeal the Bylaws consistent with the provisions in the Amendment.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the of the Third Amended and Restated Certificate of Incorporation dated June 5, 2025, included as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference. In addition, the foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, included as Exhibit 3.2 to this Form 8-K, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2025, the Company held its Annual Meeting. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
| Election of Directors | Shares Voted For | Shares Voted Against | Withheld | Broker Non-Votes | ||||||||||||||||||||||
| William J. Lynn III | 251,634,982 | N/A | 1,476,756 | 5,387,499 | ||||||||||||||||||||||
| Frances F. Townsend | 251,482,614 | N/A | 1,629,124 | 5,387,499 | ||||||||||||||||||||||
| Gail S. Baker | 252,761,686 | N/A | 350,052 | 5,387,499 | ||||||||||||||||||||||
| Dr. Louis R. Brothers | 252,765,093 | N/A | 346,645 | 5,387,499 | ||||||||||||||||||||||
| David W. Carey | 250,358,691 | N/A | 2,753,047 | 5,387,499 | ||||||||||||||||||||||
| General George W. Casey, Jr. | 252,765,864 | N/A | 345,874 | 5,387,499 | ||||||||||||||||||||||
| Mary E. Gallagher | 252,761,616 | N/A | 350,122 | 5,387,499 | ||||||||||||||||||||||
| Kenneth J. Krieg | 249,233,437 | N/A | 3,878,301 | 5,387,499 | ||||||||||||||||||||||
| Eric Salzman | 250,698,760 | N/A | 2,412,978 | 5,387,499 | ||||||||||||||||||||||
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Advisory Resolution Regarding Compensation of the Company’s NEOs | 252,503,381 | 491,626 | 116,731 | 5,387,499 | ||||||||||||||||||||||
| Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025 | 258,305,389 | 94,574 | 99,274 | 0 | ||||||||||||||||||||||
| Approval of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Remove Certain “Pop-Up” Supermajority Voting Requirements | 250,926,457 | 2,127,835 | 57,446 | 5,387,499 | ||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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.
LEONARDO DRS, INC. | ||||||||||||||
(Registrant) | ||||||||||||||
Date: June 5, 2025 | By: | /s/ Mark A. Dorfman | ||||||||||||
Mark A. Dorfman | ||||||||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||||||||