form8kannualmeetingresults.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
May 22, 2013
Date of Report (Date of earliest event reported):
 

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
 
001-34460
 
13-3818604
(State or Other Jurisdiction of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
 
4820 Eastgate Mall, Suite 200
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
 
(858) 812-7300
(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On May 22, 2013, the Company held its annual meeting of stockholders (the “Annual Meeting”).  As of the record date for the Annual Meeting, there were 56,653,790 shares of the Company’s common stock outstanding.  At the Annual Meeting, the holders of 50,610,829 shares were represented in person or by proxy.  Set forth below is a brief description of each matter acted upon by the stockholders of the Company at the Annual Meeting and the final voting results for each such proposal.  These proposals are set out in more detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2013.
 
1.  The stockholders considered a proposal to elect each of the individuals named below as directors to serve until the next annual meeting or until their successors are duly elected and qualified.  The nominees for election to the Board of Directors were elected, each to serve until the next annual meeting, based upon the following votes:
 
Nominee
Votes For
Votes Against
Votes Withheld
Broker
Non-Votes
Scott Anderson
38,246,205
1,113,931
11,250,693
Bandel Carano
37,923,362
1,436,774
11,250,693
Eric DeMarco
38,090,371
1,269,765
11,250,693
William Hoglund
38,244,258
1,115,878
11,250,693
Scot Jarvis
38,239,771
1,120,365
11,250,693
Jane Judd
38,298,169
1,061,967
11,250,693
Samuel Liberatore
30,568,278
8,791,858
11,250,693
 
 
2.  The stockholders considered a proposal to ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2013.  This proposal was approved based upon the following votes:
 
Votes For
50,079,529
Votes Against
337,707
Abstentions
193,593
 
 
3.  The stockholders considered a proposal to approve an amendment to the Company’s 1999 Employee Stock Purchase Plan to increase the aggregate number of shares that may be issued under the plan by 1,500,000 shares.  This proposal was approved based upon the following votes:
 
Votes For
36,520,864
Votes Against
2,663,871
Abstentions
175,401
Broker Non-Votes
11,250,693
 
 
4.  The stockholders considered a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as presented in the Company’s 2013 Proxy Statement.  This proposal was approved based upon the following votes:
 
Votes For
37,976,053
Votes Against
924,888
Abstentions
459,195
Broker Non-Votes
11,250,693
 
 

SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 23, 2013
 
Kratos Defense & Security Solutions, Inc.
 
 
 
By:/s/ Deborah S. Butera______________________
Senior Vice President, General Counsel, Chief Compliance
Officer & Secretary/Registered In-House Counsel