Delaware
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001-35487
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61-1748527
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4803 Stonecroft Blvd.
Chantilly, Virginia
(Address of Principal Executive Offices)
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20151
(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(1)
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a proposal to adopt and approve the Agreement and Plan of Merger, dated as of September 9, 2018 (as such agreement may be amended from time to
time, the “Merger Agreement”), among Engility, Science Applications International Corporation, a Delaware corporation (“SAIC”) and Raptors Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of SAIC (“Merger Sub”),
pursuant to which Merger Sub will merge with and into Engility (the “Merger”), with Engility surviving the Merger as a wholly owned subsidiary of SAIC (the “Merger Proposal”);
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(2)
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a proposal to approve the adjournment from time to time of the special meeting, if necessary, to solicit additional proxies if there are not
sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”); and
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(3)
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a proposal to approve, on a non-binding, advisory basis, compensation that may be paid or become payable to Engility’s named executive officers in
connection with the completion of the Merger (the “Advisory Compensation Proposal”).
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For
|
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Against
|
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Abstain
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32,849,140
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97,165
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30,457
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For
|
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Against
|
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Abstain
|
28,432,398
|
3,845,585
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698,779
|
Engility Holdings, Inc.
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||
Date: January 11, 2019
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By:
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/s/ Jon Brooks
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Name:
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Jon Brooks
|
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Title:
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Vice President, Deputy General Counsel and Assistant Secretary
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