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
Date of report (Date of earliest event reported): November 1, 2021
(Exact Name of Registrant as Specified in its Charter)
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Emerging growth company ☐
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
At the Annual Meeting of Shareholders held on October 27, 2021 (the “Annual Meeting”), Orlando P. Carvalho, Barry R. Nearhos, and Debora A. Plunkett were elected as Class III Directors for a three-year term ending in 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1.Election of Directors:
Class III Directors:
Orlando P. Carvalho
| For: | 48,377,513 | ||||
| Withheld: | 749,716 | ||||
| Broker Non-Votes: | 2,188,922 | ||||
Barry R. Nearhos
| For: | 47,701,218 | ||||
| Withheld: | 1,426,011 | ||||
| Broker Non-Votes: | 2,188,922 | ||||
Debora A. Plunkett
| For: | 48,818,896 | ||||
| Withheld: | 308,333 | ||||
| Broker Non-Votes: | 2,188,922 | ||||
2. Advisory vote to approve the compensation of the Company’s named executive officers:
| For: | 48,127,103 | ||||
| Against: | 728,559 | ||||
| Abstain: | 271,567 | ||||
| Broker Non-Votes: | 2,188,922 | ||||
3. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending July 1, 2022:
| For: | 51,117,768 | ||||
| Against: | 176,948 | ||||
| Abstain: | 21,435 | ||||
| Broker Non-Votes: | 0 | ||||
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Item 8.01 Other Events.
Following the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William K. O’Brien as Chairman of the Board and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:
Audit Committee: Barry R. Nearhos (Chair), James K. Bass, Lisa S. Disbrow, and William K. O’Brien
Human Capital and Compensation Committee: Mary Louise Krakauer (Chair), Orlando P. Carvalho, Michael A. Daniels, Barry R. Nearhos, and Debora A. Plunkett
Government Relations Committee: Lisa S. Disbrow (Chair), Mark Aslett, Orlando P. Carvalho, Michael A. Daniels, and Debora A. Plunkett
M&A and Finance Committee: Michael A. Daniels (Chair), James K. Bass, William K. O’Brien, and Orlando P. Carvalho
Nominating and Governance Committee: William K. O’Brien (Chair), Michael A. Daniels, Lisa S. Disbrow, and Mary Louise Krakauer
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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 thereunto duly authorized.
| Dated: November 1, 2021 | MERCURY SYSTEMS, INC. | |||||||||||||||||||
| By: | /s/ Christopher C. Cambria | |||||||||||||||||||
| Christopher C. Cambria | ||||||||||||||||||||
| Executive Vice President, General Counsel, and Secretary | ||||||||||||||||||||
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