0001336920false00013369202023-04-282023-04-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 28, 2023
LEIDOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3307220-3562868
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
1750 Presidents Street, Reston,Virginia20190
(Address of principal executive office)(Zip Code)
 (571) 526-6000
(Registrants' telephone number, including area code)

Not Applicable
(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: 
☐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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $.0001 per shareLDOSNew York Stock Exchange

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).
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. ☐





Item 5.07.Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Leidos Holdings, Inc. (the "Company") was held on April 28, 2023. The final results of the stockholders’ vote on each of the matters presented for a vote are set forth below.

1.    The nominees for election to the Company's Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March 15, 2023 ("Proxy Statement"), were elected, each for a one-year term, based upon the following votes:

NomineeForAgainstAbstentionsBroker Non-Votes
Thomas A. Bell106,242,907823,279505,2188,178,891
Gregory R. Dahlberg103,134,1874,003,723433,4948,178,891
David G. Fubini102,600,2654,483,136488,0038,178,891
Noel B. Geer103,202,8273,898,142470,4358,178,891
Miriam E. John102,473,3644,679,355418,6858,178,891
Robert C. Kovarik, Jr.105,174,8071,939,406457,1908,178,891
Harry M. J. Kraemer, Jr.101,951,1585,146,154474,0928,178,891
Gary S. May105,728,6921,405,739436,9738,178,891
Surya N. Mohapatra105,535,9961,577,191458,2178,178,891
Patrick M. Shanahan105,555,0001,522,077494,3278,178,891
Robert S. Shapard99,214,4277,816,100540,8778,178,891
Susan M. Stalnecker105,883,6781,229,784457,9428,178,891

2.    The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement was approved based upon the following votes:

Votes for approval101,394,679 
Votes against5,479,848 
Abstentions696,877 
Broker non-votes8,178,891 

3.    The proposal on the frequency of future advisory votes to approve the compensation of the Company's named executive officers received the following votes:
For One Year104,383,618 
For Two Years287,371 
For Three Years2,635,140 
Abstentions265,275 
Broker non-votes8,178,891 

Based upon the results set forth in item 3 above, and consistent with the Board's recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.




4.    The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2023, was approved based upon the following votes:

Votes for approval111,885,925 
Votes against3,631,134 
Abstentions233,236 
Broker non-votesN/A

5.    The stockholder proposal regarding a report on political expenditures congruence was not approved based upon the following votes:

Votes for approval41,677,767 
Votes against61,066,067 
Abstentions4,827,569 
Broker non-votes8,178,891 

6.    The stockholder proposal regarding an independent board chair was not approved based upon the following votes:

Votes for approval28,797,413 
Votes against78,087,671 
Abstentions686,319 
Broker non-votes8,178,891 

Item 9.01.Financial Statements and Exhibits.
(d) Exhibits

Exhibit 104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.




SIGNATURE
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 hereunto duly authorized.
  LEIDOS HOLDINGS, INC.
Date:May 3, 2023 By: /s/ Benjamin A. Winter
   Benjamin A. Winter
  Its: Senior Vice President and Corporate Secretary