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 18, 2022

PARSONS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-07782	95-3232481
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5875 Trinity Parkway, #300, Centreville, VA		20120
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 988-8500

Not Applicable

(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, $1 par value	PSN	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 18, 2022, the Parsons Corporation Board of Directors unanimously approved the appointment of Carey A. Smith as Chairwoman of the Board of Directors effective as of the annual shareholders’ meeting on April 14, 2022.  Ms. Smith is currently the President and Chief Executive Officer of Parsons Corporation.  The term for Parsons’ current Chairman of the Board of Directors, Charles L. Harrington, will expire on April 14, 2022 due to his retirement.  

On January 18, 2022, the Parsons Corporation Board of Directors unanimously approved the appointment of Steven F. Leer as the Lead Independent Director of the Board of Directors effective as of the annual shareholders’ meeting on April 14, 2022.  Mr. Leer has been a member of the Board of Directors since 2013 and has served as Chair of the Compensation and Management Development Committee.  The term for Parsons’ current Lead Independent Director, James F. McGovern, will expire on April 14, 2022 due to his retirement upon reaching the mandatory retirement age for board members.

Item 9.01Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are furnished as part of this Report:

99.1Press release announcing the appointments of Ms. Smith as Chairwoman of the Board of Directors, and Mr. Leer as Lead Independent Director, effective April 14, 2022.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information disclosed pursuant to Items 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Securities Exchange Act of 1934, as amended.

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.

	Parsons Corporation
Date: January 21, 2022	By:	/s/ Michael R. Kolloway
		Michael R. Kolloway
		Chief Legal Officer

2

EX-99.1

Ex 99.1

News

Media Contact:

Bryce McDevitt

+1 703.851.4425

Bryce.McDevitt@parsons.com

Investor Relations Contact:

Dave Spille

+ 1 571.655.8264

dave.spille@parsons.com

Parsons Corporation Board Unanimously Elects Carey Smith as Chairwoman

CENTREVILLE, VA (January 24, 2022) – The board of directors of Parsons Corporation (NYSE: PSN) has unanimously elected Carey A. Smith as chairwoman, effective April 14, 2022. Smith will serve as chairwoman, president, and chief executive officer. She succeeds Charles “Chuck” Harrington, who currently serves as executive chairman and will retire when his current term on the board of directors expires on April 14, 2022, following 40 years with the company. The board also elected Steven F. Leer to serve as lead independent director effective April 14, 2022, succeeding James “Jim” McGovern, who has served as a director since joining the Parsons’ board in 2005 and currently serves as lead independent director.

“Carey Smith has proven herself as an exceptional leader throughout her career and during her successful tenure with Parsons,” said Leer. “She is the right person to serve as our next chairwoman and to lead Parsons into the future. We are confident in her ability to capitalize on the growth opportunities ahead for the company and to bring together Parsons’ unique capabilities into integrated solutions that deliver value for our customers.”  

“I’m honored to be elected Parsons’ chairwoman, and grateful for the trust and confidence of our board and of our workforce,” Smith said. “Every day, our global workforce is delivering integrated solutions and services in a complex security environment and a world of digital transformation. We are creating the future of national security and critical infrastructure by leveraging advanced technologies across these domains.  I’m proud to lead and support my colleagues in that mission.”  

Smith continued, “I also want to thank Chuck and Jim for their decades of service to Parsons. Their commitment to our company made an enduring mark on the future of Parsons and set the company on a course to deliver a better world. I am pleased to advance the company in partnership with Steve Leer. Steve’s industry experience and insightful guidance have been invaluable as a director and will continue to be as our new lead independent director.”

Smith joined Parsons in 2016 as president of the Federal Solutions business.  She was promoted to chief operating officer in 2018 and then to president and chief operating officer in 2019 before being appointed president and chief executive officer in July 2021.  She was elected to the company’s board of directors in December 2020.  

Leer has been an active leader of the Parsons’ board of directors since joining in 2013 and most recently served as chair of the board’s compensation and management development committee and a member of the executive and audit committees. Leer was the chief executive officer of Arch Coal, Inc., from 1992 through 2012.  He served as chairman of its board from 2006 through 2012 and executive chairman from 2012 through 2014.  

About Parsons

Parsons (NYSE: PSN) is a leading disruptive technology provider in the global security, intelligence, and critical infrastructure markets, with capabilities across cybersecurity, missile defense, space, connected infrastructure, and smart cities. Please visitparsons.com, and follow us onLinkedInandFacebook to learn how we’re making an impact.

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Document and Entity Information	Jan. 18, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2022
Entity Registrant Name	PARSONS CORPORATION
Entity Central Index Key	0000275880
Entity Emerging Growth Company	false
Entity File Number	001-07782
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	95-3232481
Entity Address, Address Line One	5875 Trinity Parkway
Entity Address, Address Line Two	#300
Entity Address, City or Town	Centreville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20120
City Area Code	(703)
Local Phone Number	988-8500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 par value
Trading Symbol	PSN
Security Exchange Name	NYSE