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, 2023
(Exact Name of Registrant as Specified in its Charter)
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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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.
At the Company’s Annual Meeting of Shareholders held on October 25, 2023 (the “Annual Meeting”), Gerard J. DeMuro, Roger A. Krone, and Scott Ostfeld were elected as Class II Directors for a three-year term ending in 2026.
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 II 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:
| Director Nominee | For | Withheld | Non-Votes | Uncast | ||||||||||
| Gerard J. DeMuro | 52,560,858.00 | 550,911.00 | 1,895,771.00 | 0 | ||||||||||
| Roger A. Krone | 52,357,474.00 | 754,295.00 | 1,895,771.00 | 0 | ||||||||||
| Scott Ostfeld | 52,429,160.00 | 682,609.00 | 1,895,771.00 | 0 | ||||||||||
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| For: | 51,583,248.00 | ||||
| Against: | 1,458,340.00 | ||||
| Abstain: | 70,181.00 | ||||
| Non-Votes: | 1,895,771.00 | ||||
| Uncast | 0 | ||||
3. To approve, on an advisory basis, the frequency of holding future say-on-pay votes:
| One Year: | 51,169,321.00 | ||||
| Two Years: | 25,565.00 | ||||
| Three Years: | 1,764,980.00 | ||||
| Abstain: | 151,903.00 | ||||
| Non-Votes: | 1,895,771.00 | ||||
| Uncast: | 0 | ||||
4. To approve the Company’s amended and restated 2018 Stock Incentive Plan:
| For: | 48,117,614.00 | ||||
| Against: | 4,958,109.00 | ||||
| Abstain: | 36,046.00 | ||||
| Non-Votes: | 1,895,771.00 | ||||
| Uncast | 0 | ||||
5. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024:
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| For: | 54,570,846.00 | ||||
| Against: | 378,446.00 | ||||
| Abstain: | 58,248.00 | ||||
| Non-Votes: | 0 | ||||
| Uncast | 0 | ||||
6. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting:
| For: | 7,190,153.00 | ||||
| Against: | 45,809,951.00 | ||||
| Abstain: | 111,665.00 | ||||
| Non-Votes: | 1,895,771.00 | ||||
| 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 L. Ballhaus as Chairman of the Board, Barry R. Nearhos as Lead Independent Director, 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, Chairman; Gerard J. DeMuro; Lisa S. Disbrow; and Debora A. Plunkett
Government Relations Committee: Lisa S. Disbrow, Chairman; Gerard J. DeMuro; Roger A. Krone; and Debora A. Plunkett
Human Capital and Compensation Committee: Howard L. Lance, Chairman; Orlando P. Carvalho; Lisa S. Disbrow; and Scott Ostfeld
M&A and Finance Committee: Orlando P. Carvalho, Chairman; Roger A. Krone; Howard L. Lance; and Scott Ostfeld
Nominating and Governance Committee: Barry R. Nearhos, Chairman; Orlando P. Carvalho; Roger A. Krone; and Howard L. Lance
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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: October 31, 2023 | MERCURY SYSTEMS, INC. | |||||||||||||||||||
| By: | /s/ Christopher C. Cambria | |||||||||||||||||||
| Christopher C. Cambria | ||||||||||||||||||||
| Executive Vice President, General Counsel, and Secretary | ||||||||||||||||||||
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