Leidos Holdings Inc.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:18

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Leidos Holdings, Inc. (the "Company") was held on April 26, 2024. 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 of Directors set forth in Item 1 to the Company's Proxy Statement filed with the U.S. Securities and Exchange Commission on March 12, 2024 ("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 104,747,673 788,806 260,764 8,166,497
Gregory R. Dahlberg 101,169,552 4,244,103 383,588 8,166,497
David G. Fubini 100,465,435 5,011,834 319,974 8,166,497
Noel B. Geer 101,765,258 3,737,294 294,691 8,166,497
Robert C. Kovarik, Jr. 104,418,320 1,073,255 305,668 8,166,497
Harry M. J. Kraemer, Jr. 100,286,996 5,208,573 301,674 8,166,497
Gary S. May 104,844,119 668,164 284,960 8,166,497
Surya N. Mohapatra 104,703,365 771,866 322,012 8,166,497
Nancy A. Norton 105,208,523 334,188 254,532 8,166,497
Patrick M. Shanahan 99,403,373 6,081,176 312,695 8,166,497
Robert S. Shapard 97,783,790 7,710,762 302,691 8,166,497
Susan M. Stalnecker 104,886,504 653,233 257,506 8,166,497

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 100,842,733
Votes against 4,365,354
Abstentions 589,156
Broker non-votes 8,166,497

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 3, 2025, was approved based upon the following votes:

Votes for approval 108,913,803
Votes against 4,738,768
Abstentions 311,169
Broker non-votes N/A

4. The stockholder proposal regarding a special shareholder meeting improvement was not approved based upon the following votes:

Votes for approval 26,398,569
Votes against 78,599,578
Abstentions 799,096
Broker non-votes 8,166,497



The Board of Directors intends to recommend and seek stockholder approval at the Company's 2025 Annual Meeting of Stockholders of amendments to the provisions in the Company's Certificate of Incorporation that address special meetings of stockholders. If adopted by stockholders, the amendments will conform the Certificate of Incorporation to the provisions on special meetings included in the Bylaws of the Company adopted by the Board of Directors on February 8, 2024 (the "Bylaws"). Until these amendments to the Certificate of Incorporation are effected, special meetings may be called pursuant to the Certificate of Incorporation, or may also be called pursuant to Section 2.02(a) of the Bylaws.