Document


 
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
June 19, 2018
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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    o
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.     o








Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 19, 2018, the Company held its annual meeting of stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 103,513,103 shares of the Company’s common stock outstanding. At the Annual Meeting, the holders of 94,066,247 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 30, 2018.
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
For
Withheld
 
Broker
Non-Votes
Scott Anderson
68,059,707

1,486,498

 
24,520,042

Bandel Carano
68,225,436

1,320,769

 
24,520,042

Eric DeMarco
68,831,781

714,424

 
24,520,042

William Hoglund
67,856,117

1,690,088

 
24,520,042

Scot Jarvis
67,850,070

1,696,135

 
24,520,042

Jane Judd
69,154,385

391,820

 
24,520,042

Samuel Liberatore
68,222,525

1,323,680

 
24,520,042

Amy Zegart
65,096,780

4,449,425

 
24,520,042


2. The stockholders considered a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2018. This proposal was approved based upon the following votes:
For
92,516,699

Against
322,393

Abstain
1,227,155


3. 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 2018 Proxy Statement. This proposal was approved based upon the following votes:
For
66,287,611

Against
2,029,361

Abstain
1,229,233

Broker Non-Votes
24,520,042








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: June 22, 2018

Kratos Defense & Security Solutions, Inc.


By: /s/ Marie Mendoza
Marie Mendoza
Vice President, General Counsel & Secretary