8-K

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)

January 15, 2021

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-34910	90-0607005
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4101 Washington Avenue, Newport News, Virginia	23607
(Address of principal executive offices)	(Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐ 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 each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HII	New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2021, the Board of Directors of Huntington Ingalls Industries, Inc. (the “Company”) elected Stephanie L. O’Sullivan as a member of the Board of Directors, effective immediately, with a term expiring at the 2021 annual meeting of stockholders. The Company’s Board of Directors has also appointed Ms. O’Sullivan to serve on its Cybersecurity Committee and Finance Committee, effective immediately.

Ms. Stephanie O’Sullivan has served as a business consultant since January 2017. Prior to that, she served as Principal Deputy Director of the Office of National Intelligence from February 2011 until January 2017. From December 2009 until February 2011, Ms. O’Sullivan served as the Associate Deputy Director of the Central Intelligence Agency.

Ms. O’Sullivan currently serves on the boards of directors of The Aerospace Corporation, Battelle Memorial Institute, HRL Laboratories (formerly Hughes Research Laboratories) and the CIA Officers Memorial Foundation. She has also served on advisory boards at Google, Adobe and Oak Ridge National Laboratory, and continues to serve on advisory boards at Noblis, Peraton and Booz Allen Hamilton. Ms. O’Sullivan has been an adjunct faculty member at Georgetown University’s Center for Security and Emerging Technology and continues to support study activities for the Department of Defense and the CIA.

Ms. O’Sullivan received a B.S. in Civil Engineering from Missouri Science and Technology University. She was also elected a member of the National Academy of Engineering in 2019.

Ms. O’Sullivan was not elected pursuant to any arrangement or understanding between her and any other persons, and there are no prior relationships between Ms. O’Sullivan and the Company or transactions with the Company in which Ms. O’Sullivan had any material interest that are required to be disclosed under applicable disclosure requirements of the Securities and Exchange Commission.

Ms. O’Sullivan will be entitled to receive compensation under the Company’s non-employee director compensation program, as described in the section titled “Director Compensation” in the Company’s Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 16, 2020. In addition, the Company and Ms. O’Sullivan will enter into the Company’s standard form of indemnification agreement. The Company will agree to indemnify Ms. O’Sullivan against liability, subject to certain limitations, arising out of her performance of her duties as a director. In addition, the Company will agree, subject to certain limitations, to advance expenses Ms. O’Sullivan may incur as a result of any proceeding against her for which she would be entitled to indemnity.

A copy of the Company’s press release announcing Ms. O’Sullivan’s election is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
99.1	Press release dated January 20, 2021.
104	Cover Page Interactive Data File (embedded within 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.

	HUNTINGTON INGALLS INDUSTRIES, INC.
Date: January 21, 2021	By:	/s/ Charles R. Monroe, Jr.
		Charles R. Monroe, Jr.
		Corporate Vice President, Associate General Counsel and Secretary

EX-99.1

Exhibit 99.1

Contact:

Beci Brenton

Beci.Brenton@hii-co.com

(202) 264-7143

PHOTO RELEASE — Stephanie L. O’Sullivan Joins Huntington Ingalls

Industries’ Board of Directors

NEWPORT NEWS, Va. (Jan. 20, 2021) — Huntington Ingalls Industries (NYSE:HII) announced today that Stephanie L. O’Sullivan has been elected to its Board of Directors, effective Friday, Jan. 15.

O’Sullivan has been a business consultant since 2017. Prior to that, she served as principal deputy director of the Office of National Intelligence (PPDNI), having been appointed in 2011. As PDDNI she worked to assist the director of national intelligence in the management of the day-to-day operations of the intelligence community

“We are very pleased to welcome Stephanie to the board of HII,” Chairman of the Board Kirk Donald said. “She is a proven leader in the nation’s intelligence community, bringing more than 25 years of national security experience to HII. Her deep understanding of the technologies used by the intelligence community, as well as how the government and private sectors operate, will help create further value and momentum for our stakeholders. I am delighted to welcome her to an excellent team of directors and look forward to working with her.”

A photo accompanying this release is available at:

https://newsroom.huntingtoningalls.com/file/stephanie-osullivan.

Prior to serving as PDDNI, she served as the associate deputy director of the Central Intelligence Agency. Prior to this appointment, she held several management positions in the agency’s Directorate of Science and Technology, working to develop and deploy innovative technology in support of intelligence collection and analysis.

O’Sullivan currently serves on the boards of directors of The Aerospace Corporation, Battelle Memorial Institute, HRL Laboratories (formerly Hughes Research Laboratories) and the CIA Officers Memorial Foundation. She has served on advisory boards at Google, Adobe and Oak Ridge National Laboratory, and continues to serve on advisory boards at Noblis, Peraton and Booz Allen Hamilton. She has been an adjunct faculty member at Georgetown University’s Center for Security and Emerging Technology and continues to support study activities for the Department of Defense and the CIA.

O’Sullivan received a bachelor of science in civil engineering from Missouri Science and Technology University. She was also elected in 2019 as a member of the National Academy of Engineering.

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

http://newsroom.huntingtoningalls.com

Huntington Ingalls Industries is America’s largest military shipbuilding company and a provider of professional services to partners in government and industry. For more than a century, HII’s Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. HII’s Technical Solutions division supports national security missions around the globe with unmanned systems, defense and federal solutions, and nuclear and environmental services. Headquartered in Newport News, Virginia, HII employs more than 42,000 people operating both domestically and internationally. For more information, visit:

• HII on the web: www.huntingtoningalls.com

• HII on Facebook: www.facebook.com/HuntingtonIngallsIndustries

• HII on Twitter: www.twitter.com/hiindustries

• HII on YouTube: www.youtube.com/huntingtoningalls

• HII on Instagram: www.instagram.com/huntingtoningalls

Statements in this release, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed in these statements. Factors that may cause such differences include: changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans); our ability to estimate our future contract costs and perform our contracts effectively; changes in procurement processes and government regulations and our ability to comply with such requirements; our ability to deliver our products and services at an affordable life cycle cost and compete within our markets; natural and environmental disasters and political instability; our ability to execute our strategic plan, including with respect to share repurchases, dividends, capital expenditures and strategic acquisitions; adverse economic conditions in the United States and globally; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; changes in key estimates and assumptions regarding our pension and retiree health care costs; security threats, including cyber security threats, and related disruptions; and other risk factors discussed in our filings with the U.S. Securities and Exchange Commission. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business, and we undertake no obligation to update any forward-looking statements. You should not place undue reliance on any forward-looking statements that we may make. This release also contains non-GAAP financial measures and includes a GAAP reconciliation of these financial measures. Non-GAAP financial measures should not be construed as being more important than comparable GAAP measures.

Huntington Ingalls Industries

4101 Washington Ave. • Newport News, VA 23607

www.huntingtoningalls.com/media

XML

Document and Entity Information	Jan. 15, 2021
Cover [Abstract]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001501585
Document Type	8-K
Document Period End Date	Jan. 15, 2021
Entity Registrant Name	HUNTINGTON INGALLS INDUSTRIES, INC.
Entity File Number	1-34910
Entity Tax Identification Number	90-0607005
Entity Address, Address Line One	4101 Washington Avenue
Entity Address, City or Town	Newport News
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23607
City Area Code	(757)
Local Phone Number	380-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	HII
Security Exchange Name	NYSE
Entity Emerging Growth Company	false