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): May 23, 2013
ENGILITY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35487 | 45-3854852 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3750 Centerview Drive Chantilly, Virginia |
20151 (Zip Code) | |||
(Address of principal executive offices) |
(703) 708-1400
(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 (see General Instruction A.2. below):
¨ | 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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan
On May 23, 2013, Engility Holdings, Inc. (the Company) held its 2013 Annual Meeting of Stockholders (the Annual Meeting) at which the Companys stockholders approved an amendment and restatement of the Engility Holdings, Inc. 2012 Cash Incentive Plan (as amended, the Amended and Restated Cash Incentive Plan). A description of the material terms and conditions of the Amended and Restated Cash Incentive Plan is set forth on pages 55-58 of the Companys definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2013 (the Proxy Statement). The description, a copy of which is filed as Exhibit 10.1 hereto, is incorporated herein by reference. The description of the Amended and Restated Cash Incentive Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Cash Incentive Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Approval of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan
At the Annual Meeting, the Companys stockholders also approved an amendment and restatement of the Engility Holdings, Inc. 2012 Long Term Performance Plan (as amended, the Amended and Restated LTPP). A description of the material terms and conditions of the Amended and Restated LTPP is set forth on pages 59-67 of the Proxy Statement. The description, a copy of which is filed as Exhibit 10.3 hereto, is incorporated herein by reference. The description of the Amended and Restated LTPP incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated LTPP, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2013, the Company held the Annual Meeting at the Ritz Carlton Hotel in McLean, Virginia. A total of 13,984,106 shares of the Companys common stock, out of a total of 17,143,823 shares of the Companys common stock outstanding and entitled to vote, were present in person or represented by proxies. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
Proposal 1 Election of Directors
The following directors were elected to the Companys Board of Directors to serve as directors until the Companys 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
Darryll J. Pines |
11,982,200 | 270,283 | 1,731,623 | |||||||||
William G. Tobin |
12,019,147 | 233,336 | 1,731,623 |
Proposal 2 Ratification of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
13,884,277 |
77,343 | 22,486 | N/A |
Proposal 3 Advisory Vote on Executive Compensation
The Companys stockholders approved, on a non-binding, advisory basis, the compensation of the Companys named executive officers as described in the Proxy Statement.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
11,994,486 |
252,525 | 55,472 | 1,731,623 |
Proposal 4 Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The Companys stockholders voted for one year with respect to the frequency with which the Companys stockholders are provided a non-binding, advisory vote on the compensation paid to the Companys named executive officers.
1 Year |
2 Years |
3 Years |
Votes Abstained |
Broker Non-Votes | ||||
11,569,321 |
67,080 | 567,868 | 48,214 | 1,731,623 |
The Company will file an amendment to this Current Report on Form 8-K to report the Companys decision regarding the frequency of future non-binding, advisory votes on the compensation of the Companys named executive officers.
Proposal 5 Approval of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan
The Amended and Restated Cash Incentive Plan was approved.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
11,808,909 |
396,902 | 46,672 | 1,731,623 |
Proposal 6 Approval of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan
The Amended and Restated LTPP was approved.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
11,489,699 |
718,077 | 44,707 | 1,731,623 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
10.1 | Description of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan | |
10.2 | Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan | |
10.3 | Description of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan | |
10.4 | Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan |
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.
Engility Holdings, Inc. | ||||||
Date: May 28, 2013 | By: | /s/ Jon Brooks | ||||
Name: | Jon Brooks | |||||
Title: | Vice President, Deputy General Counsel and Assistant Secretary |
EXHIBIT INDEX
Exhibit Number |
Description | |
10.1 | Description of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan | |
10.2 | Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan | |
10.3 | Description of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan | |
10.4 | Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan |