Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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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:
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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Thomas A. Bell
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104,747,673
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788,806
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260,764
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8,166,497
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Gregory R. Dahlberg
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101,169,552
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4,244,103
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383,588
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8,166,497
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David G. Fubini
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100,465,435
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5,011,834
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319,974
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8,166,497
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Noel B. Geer
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101,765,258
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3,737,294
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294,691
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8,166,497
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Robert C. Kovarik, Jr.
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104,418,320
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1,073,255
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305,668
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8,166,497
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Harry M. J. Kraemer, Jr.
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100,286,996
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5,208,573
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301,674
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8,166,497
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Gary S. May
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104,844,119
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668,164
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284,960
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8,166,497
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Surya N. Mohapatra
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104,703,365
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771,866
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322,012
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8,166,497
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Nancy A. Norton
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105,208,523
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334,188
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254,532
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8,166,497
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Patrick M. Shanahan
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99,403,373
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6,081,176
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312,695
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8,166,497
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Robert S. Shapard
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97,783,790
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7,710,762
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302,691
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8,166,497
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Susan M. Stalnecker
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104,886,504
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653,233
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257,506
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8,166,497
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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:
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Votes for approval
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100,842,733
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Votes against
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4,365,354
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Abstentions
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589,156
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Broker non-votes
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8,166,497
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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:
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Votes for approval
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108,913,803
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Votes against
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4,738,768
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Abstentions
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311,169
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Broker non-votes
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N/A
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4. The stockholder proposal regarding a special shareholder meeting improvement was not approved based upon the following votes:
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Votes for approval
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26,398,569
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Votes against
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78,599,578
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Abstentions
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799,096
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Broker non-votes
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8,166,497
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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.