NCI, Inc. - FORM 8-K - June 10, 2011

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): June 8, 2011

NCI, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-51579	20-3211574

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11730 Plaza America Drive, Reston, VA		20190

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 707-6900

N/A

(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Stockholders was held on June 8, 2011 (the “Annual Meeting”). The following proposals were voted upon at the Annual Meeting:


		Proposal 1:		The election of nine directors to serve a one year term or until their respective successors have been duly elected and qualified.

		Proposal 2:		To hold an advisory vote on executive compensation.

		Proposal 3:		To hold an advisory on the frequency of holding an advisory vote on executive compensation.

		Proposal 4:		To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year.

A summary of the voting for proposals voted upon at the Annual Meeting is as follows:


							Broker
							Non-
Proposal 1	Election of Directors	For		Withheld		Votes
	Charles K. Narang		59,615,148		31,600		478,942
	Terry W. Glasgow		59,639,114		7,634		478,942
	James P. Allen		59,572,983		73,765		478,942
	John E. Lawler		59,639,113		7,635		478,942
	Paul V. Lombardi		59,572,530		74,218		478,942
	J. Patrick McMahon		59,639,113		7,635		478,942
	Philip O. Nolan		59,638,665		8,083		478,942
	Stephen L. Waechter		59,639,565		7,183		478,942
	Daniel R. Young		59,572,030		74,718		478,942

								Broker
								Non-
		For		Against		Abstain		Votes
Proposal 2	Advisory vote on executive compensation		59,496,740		142,603		7,405		478,942

										Broker
										Non-
		1 Year		2 Years		3 Years		Abstain		Votes
Proposal 3	Frequency of advisory vote on executive compensation		5,222,764		54,245		54,367,859		1,879		478,943

								Broker
								Non-
		For		Against		Abstain		Votes
Proposal 4	Retain Ernst & Young LLP as NCI’s Independent Registered Public Accounting Firm		60,079,029		45,601		1,060		—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NCI, Inc.
Date: June 10, 2011	By:	/s/ Brian J. Clark
		Brian J. Clark
		Executive Vice President and Chief Financial Officer

NCI, Inc. - FORM 8-K - June 10, 2011

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