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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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)) |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2022, Huntington Ingalls Industries, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.
Item 1 - Election of Directors
Votes regarding the election of 13 directors, for terms ending in 2023, were as follows:
| Name |
For | Withheld | Broker Non-Votes |
|||||||||
| Philip M. Bilden |
32,287,628 | 868,472 | 2,911,274 | |||||||||
| Augustus L. Collins |
32,912,491 | 243,609 | 2,911,274 | |||||||||
| Kirkland H. Donald |
31,113,728 | 2,042,372 | 2,911,274 | |||||||||
| Victoria D. Harker |
30,407,805 | 2,748,295 | 2,911,274 | |||||||||
| Frank R. Jimenez |
32,797,590 | 358,510 | 2,911,274 | |||||||||
| Christopher D. Kastner |
32,920,733 | 235,367 | 2,911,274 | |||||||||
| Anastasia D. Kelly |
32,079,046 | 1,077,054 | 2,911,274 | |||||||||
| Tracy B. McKibben |
32,722,490 | 433,610 | 2,911,274 | |||||||||
| Stephanie L. O’Sullivan |
32,940,338 | 215,762 | 2,911,274 | |||||||||
| C. Michael Petters |
32,880,752 | 275,348 | 2,911,274 | |||||||||
| Thomas C. Schievelbein |
32,151,885 | 1,004,215 | 2,911,274 | |||||||||
| John K. Welch |
32,336,928 | 819,172 | 2,911,274 | |||||||||
| Stephen R. Wilson |
32,879,098 | 277,002 | 2,911,274 | |||||||||
Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis
Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 32,042,323 |
1,019,730 | 94,022 | 2,911,274 |
Item 3 - Proposal to Ratify the Appointment of the Company’s Independent Auditors
Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2020 were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 35,474,049 |
513,560 | 79,765 | 0 |
Item 4 – Proposal to Approve the Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan
Votes on proposal to approve the Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 31,437,222 |
1,662,978 | 55,878 | 2,911,274 |
Item 5 – Stockholder Proposal to Reduce the Threshold at Which Stockholders Can Require a Special Meeting of Stockholders
Votes on stockholder proposal to reduce the threshold at which stockholders can require a special meeting of stockholders:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 13,698,229 |
19,363,030 | 94,841 | 2,911,274 |
| Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit |
Description | |
| 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: May 6, 2022 | By: | /s/ Charles R. Monroe, Jr. | ||||
| Charles R. Monroe, Jr. | ||||||
| Corporate Vice President, | ||||||
| Associate General Counsel and Secretary | ||||||