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HII Huntington Ingalls Industries

Filed: 3 May 21, 4:58pm

 

 

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 29, 2021

 

 

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-34910 90-0607005

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Newport News 

4101 Washington Avenue

Virginia

 23607
(Address of principal executive offices)  (Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area 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:

 

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 class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock HII New 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.

On April 29, 2021, Huntington Ingalls Industries, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Item 1 - Election of Directors

Votes regarding the election of 11 directors, for terms ending in 2022, were as follows:

 

Name

  For   Withheld   Broker
Non-Votes
 

Philip M. Bilden

   32,780,970    357,663    2,875,013 

Augustus L. Collins

   32,850,885    287,748    2,875,013 

Kirkland H. Donald

   31,292,937    1,845,696    2,875,013 

Victoria D. Harker

   24,467,552    8,671,081    2,875,013 

Anastasia D. Kelly

   32,606,667    531,966    2,875,013 

Tracy B. McKibben

   32,734,390    404,243    2,875,013 

Stephanie L. O’Sullivan

   32,891,704    246,929    2,875,013 

C. Michael Petters

   32,843,309    295,324    2,875,013 

Thomas C. Schievelbein

   32,700,608    438,025    2,875,013 

John K. Welch

   31,667,489    1,471,144    2,875,013 

Stephen R. Wilson

   32,825,673    312,960    2,875,013 

Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis

Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:

 

For

 

Against

 

Abstentions

  

Broker Non-Votes

32, 038,472

 955,377 144,784  2,875,013

Item 3 - Proposal to Ratify the Appointment of the Company’s Independent Auditors

Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2020 were as follows:

 

For

 

Against

 

Abstentions

  

Broker Non-Votes

35,609,827

 340,034 63,785  0

 

Item 4 – Proposal to approve Amendment to Restated Certificate of Incorporation to Eliminate Remaining Supermajority Voting Requirements

Votes on proposal to approve an amendment to Restated Certificate of Incorporation to eliminate remaining supermajority voting requirements were as follows:

 

For

 

Against

 

Abstentions

  

Broker Non-Votes

32,837,447

 247,387 53,799  2,875,013

 

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

 

Exhibit
    No.    

  

Description

104  Cover Page Interactive Data File (embedded within Inline XBRL document)


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 hereunto duly authorized.

 

 HUNTINGTON INGALLS INDUSTRIES, INC.
Date: May 3, 2021 By: 

/s/ Charles R. Monroe, Jr.

  Charles R. Monroe, Jr.
  Corporate Vice President,
  Associate General Counsel and Secretary