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): January 5, 2011
SRA INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31334 | 54-1360804 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
4300 Fair Lakes Court
Fairfax, Virginia
(Address of principal executive offices)
22033
(Zip Code)
(703) 803-1500
(Registrant’s 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On January 5, 2011, David H. Langstaff notified SRA International, Inc. (the “Company”) that he will resign from the Board of Directors (the “Board”) of the Company, effective January 6, 2011, for personal reasons and to devote more time to his various business interests. Mr. Langstaff has been a member of the Board since February 2004. At the time of his resignation, Mr. Langstaff served as the Chairman of the Compensation and Personnel Committee. Mr. Langstaff’s resignation was not the result of any disagreement between the Company and Mr. Langstaff on any matter relating to the Company’s operations, policies or practices.
The Compensation & Personnel Committee has selected Miles Gilburne as its new Chairman.
In connection with Mr. Langstaff’s resignation, the Board decreased the size of the Board to nine.
2
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.
| SRA INTERNATIONAL, INC. | ||
| /s/ MARK D. SCHULTZ | ||
| Name: | Mark D. Schultz | |
| Title: | Senior Vice President & General Counsel | |
Date: January 7, 2011
3