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): October 31, 2022
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Emerging growth company ☐
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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.
At the Company’s Annual Meeting of Shareholders held on October 26, 2022 (the “Annual Meeting”), William L. Ballhaus, Lisa S. Disbrow, and Howard L. Lance were elected as Class I Directors for a three-year term ending in 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1. To elect three Class I directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:
Class I Directors:
| Director Nominee | For | Withheld | Non-Votes | Uncast | ||||||||||
| William L. Ballhaus | 50,827,294 | 476,290 | 1,840,328 | 0 | ||||||||||
| Lisa S. Disbrow | 41,385,448 | 9,918,136 | 1,840,328 | 0 | ||||||||||
| Howard L. Lance | 50,022,805 | 1,280,779 | 1,840,328 | 0 | ||||||||||
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| For: | 9,724,223 | ||||
| Against: | 39,364,909 | ||||
| Abstain: | 2,214,452 | ||||
| Non-Votes: | 1,840,328 | ||||
| Uncast | 0 | ||||
3. To approve the Company’s amended and restated 2018 Stock Incentive Plan:
| For: | 46,442,494 | ||||
| Against: | 4,842,675 | ||||
| Abstain: | 18,415 | ||||
| Non-Votes: | 1,840,328 | ||||
| Uncast | 0 | ||||
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023:
| For: | 52,913,256 | ||||
| Against: | 208,986 | ||||
| Abstain: | 21,670 | ||||
| Broker Non-Votes: | 0 | ||||
| Uncast | 0 | ||||
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5. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting:
| For: | 2,255,360 | ||||
| Against: | 48,986,666 | ||||
| Abstain: | 61,558 | ||||
| Non-Votes: | 1,840,328 | ||||
| Uncast | 0 | ||||
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.
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: October 31, 2022 | MERCURY SYSTEMS, INC. | |||||||||||||||||||
| By: | /s/ Christopher C. Cambria | |||||||||||||||||||
| Christopher C. Cambria | ||||||||||||||||||||
| Executive Vice President, General Counsel, and Secretary | ||||||||||||||||||||
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