SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
Mercury Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|(Commission File Number)|
Registrant’s telephone number, including area code: (978) 256-1300
|50 Minuteman Road,|| Andover,||Massachusetts||01810|
|(Address of Principal Executive Offices)||(Zip 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):
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).
|☐||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))|
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01
Nasdaq Global Select Market
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:
|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:
3. To approve the Company’s amended and restated 2018 Stock Incentive Plan:
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023:
5. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting:
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.
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|