UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 26, 2024, the Board of Directors (the “Board”) of Amentum Holdings, Inc. (f/k/a Amazon Holdco Inc., the “Company”) appointed Stephen A. Arnette as Chief Operating Officer of the Company, with such appointment to be effective September 27, 2024.
Biographical information and compensation information for Mr. Arnette is set forth in the sections entitled “Management Following the Transactions” and “Executive Compensation”, respectively, in the Company’s Amendment No. 4 to the Registration Statement on Form 10 (File No. 001-42176) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 13, 2024, and such information is incorporated in this Item 5.02 by reference. Mr. Arnette is not party to and has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the previously disclosed expected pro rata distribution of shares of common stock, par value $0.01 per share, of the Company (“SpinCo Common Stock”) by Jacobs Solutions Inc. (“Jacobs”) to Jacobs’ stockholders, the Company filed a certificate of amendment to its Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on September 26, 2024. The Split Amendment increased the number of authorized shares of SpinCo Common Stock to 1,000,000,000, and effected a stock split of the outstanding shares of SpinCo Common Stock, resulting in 153,280,369 issued and outstanding shares of SpinCo Common Stock. The foregoing description of the Split Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text thereof, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are being furnished as part of this report. |
Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Amazon Holdco Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Date: September 27, 2024 | AMENTUM HOLDINGS, INC. | |||||
| By: | /s/ Justin Johnson | |||||
| Name: | Justin Johnson | |||||
| Title: | Secretary | |||||