Attached files

file filename
EX-10.1 - EX-10.1 - Northrop Grumman Innovation Systems, Inc.a11-23487_1ex10d1.htm

 

 

UNITED STATES
S
ECURITIES 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):  August 1, 2011

 

 

Alliant Techsystems Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10582

 

41-1672694

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer Identification
No.)

 

7480 Flying Cloud Drive

Minneapolis, Minnesota

 

 

55344-3720

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (952) 351-3000

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

Compensatory Arrangement of Interim Chief Financial Officer

 

As previously disclosed by Alliant Techsystems Inc. (“ATK”) in a Form 8-K dated July 11, 2011, Thomas G. Sexton, ATK’s Vice President and Corporate Controller, was appointed Vice President and Interim Chief Financial Officer of ATK, effective August 8, 2011.  On August 1, 2011, the Personnel and Compensation Committee of ATK’s Board of Directors approved an increase in Mr. Sexton’s compensation, in consideration of his new position and responsibilities.  Commencing August 8, 2011 and effective until a permanent Chief Financial Officer is elected, Mr. Sexton’s annual base salary shall be $400,000, payable in biweekly cash installments.

 

Amendment and Restatement of Executive Officer Incentive Plan

 

On August 2, 2011, ATK’s stockholders approved the amendment and restatement of the Alliant Techsystems Inc. Executive Officer Incentive Plan (the “Incentive Plan”).  The Incentive Plan is designed to

 

·                  provide cash incentive compensation to ATK’s executive officers in accordance with ATK’s performance-based compensation principles by directly relating awards payable under the Incentive Plan to company, business unit and/or individual performance; and

 

·                  ensure that payments of cash incentive compensation will be fully deductible by ATK under Section 162(m) of the Internal Revenue Code.

 

The amendments to the Incentive Plan consist primarily of minor conforming and technical changes, including the addition of a provision clarifying that awards under the Incentive Plan are subject to ATK’s executive compensation recoupment policy.

 

The Personnel and Compensation Committee of ATK’s Board of Directors administers the Incentive Plan and determines the performance goals for each performance period, according to the terms of the Incentive Plan.  Participation in the Incentive Plan is limited to ATK’s executive officers.  A participant who is a “Covered Employee,” as defined in Section 162(m) of the Internal Revenue Code, may not receive more than $5,000,000 under the Incentive Plan in any fiscal year.  No awards may be granted under the Incentive Plan after August 2, 2016, which is five years after ATK’s stockholders approved the amended and restated Incentive Plan.

 

This description of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, which is attached to this report as Exhibit 10.1 and is hereby incorporated by reference.

 

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

 

ATK held its Annual Meeting of Stockholders on August 2, 2011.  The stockholders voted upon the following proposals: (1) election of 10 directors, (2) advisory vote on executive compensation, (3) advisory vote on the frequency of future advisory votes on executive compensation, (4) approval of an amendment and restatement of the Alliant Techsystems Inc. Executive Officer Incentive Plan, and (5) ratification of the appointment of Deloitte & Touche LLP as ATK’s independent registered public accounting firm for the fiscal year ending March 31, 2012.  The final voting results are set forth below.

 

2



 

Proposal 1:  Election of Directors.  The 10 nominees for election to the Board of Directors were elected to serve until the 2012 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, based upon the following votes:

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

Roxanne J. Decyk

 

28,167,634

 

573,603

 

2,349,098

 

 

 

 

 

 

 

 

 

Mark W. DeYoung

 

28,148,838

 

592,399

 

2,349,098

 

 

 

 

 

 

 

 

 

Martin C. Faga

 

28,206,417

 

534,820

 

2,349,098

 

 

 

 

 

 

 

 

 

Ronald R. Fogleman

 

28,158,273

 

582,964

 

2,349,098

 

 

 

 

 

 

 

 

 

April H. Foley

 

28,221,656

 

519,581

 

2,349,098

 

 

 

 

 

 

 

 

 

Tig H. Krekel

 

28,172,575

 

568,662

 

2,349,098

 

 

 

 

 

 

 

 

 

Douglas L. Maine

 

28,206,899

 

534,338

 

2,349,098

 

 

 

 

 

 

 

 

 

Roman Martinez IV

 

28,183,590

 

557,647

 

2,349,098

 

 

 

 

 

 

 

 

 

Mark H. Ronald

 

28,186,883

 

554,354

 

2,349,098

 

 

 

 

 

 

 

 

 

William G. Van Dyke

 

28,194,868

 

546,369

 

2,349,098

 

 

Proposal 2:  Advisory Vote on Executive Compensation. The compensation of ATK’s “named executive officers,” as disclosed in ATK’s proxy statement dated June 16, 2011, was approved, on an advisory basis, based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

27,041,500

 

1,612,211

 

87,526

 

2,349,098

 

 

Proposal 3:  Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.  ATK’s stockholders indicated their approval, on an advisory basis, of conducting future advisory votes on executive compensation every year, based upon the following votes:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker
Non-Votes

 

25,810,505

 

81,692

 

2,773,720

 

75,320

 

2,349,098

 

 

In connection with the Annual Meeting, ATK’s Board of Directors had recommended that stockholders vote for conducting future advisory votes on executive compensation every year.  In light of this recommendation and considering the strong support for an annual vote as reflected in the results above, ATK will conduct future advisory votes to approve the compensation of ATK’s named executive officers every year.

 

Proposal 4:  Approval of an Amendment and Restatement of the Executive Officer Incentive Plan.  The amendment and restatement of the Alliant Techsystems Inc. Executive Officer Incentive Plan was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

27,478,652

 

1,158,895

 

103,690

 

2,349,098

 

 

3



 

Proposal 5:  Ratification of Appointment of Independent Registered Accounting Firm.  The proposal to ratify the appointment of Deloitte & Touche LLP as ATK’s independent registered public accounting firm for the fiscal year ending March 31, 2012 was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

30,629,414

 

410,218

 

50,703

 

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
No.

 

Description

10.1

 

Alliant Techsystems Inc. Executive Officer Incentive Plan (As Amended and Restated Effective August 2, 2011).

 

4



 

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.

 

 

 

ALLIANT TECHSYSTEMS INC.

 

 

 

Date: August 2, 2011

By:

/s/ KEITH D. ROSS

 

 

Keith D. Ross

Senior Vice President, General Counsel and Secretary

 

5