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 2, 2012
Huntington Ingalls Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-34910 | 90-0607005 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 4101 Washington Avenue, Newport News, VA | 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on May 2, 2012, upon approval by the stockholders at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Huntington Ingalls Industries, Inc. (the “Company”), the Company adopted the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (the “2012 Plan”). A description of the material terms of the 2012 Plan is set forth under the heading “Proposal to Approve the 2012 Long-Term Incentive Stock Plan—Summary Description of the 2012 Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2012, which description is hereby incorporated into this Item 5.02 by reference. The text of the 2012 Plan is set forth in Annex A to the Company’s Proxy Statement, which text is hereby incorporated into this Item 5.02 by reference. The 2012 Plan is also incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 2, 2012, the Company held 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 three directors, for terms ending in 2015, were as follow:
| Name |
For | Withheld | Broker Non-Votes |
|||||||||
| Paul D. Miller |
41,757,559 | 448,009 | 3,538,723 | |||||||||
| C. Michael Petters |
41,836,552 | 368,829 | 3,538,723 | |||||||||
| Karl M. von der Heyden |
41,760,002 | 445,353 | 3,538,723 | |||||||||
Item 2 - Proposal to Ratify Appointment of the Company’s Independent Auditors
Votes on a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent auditors for 2012 were as follow:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||
| 45,510,734 | 126,948 | 106,622 | NA | |||||||||||
Item 3 - Proposal Regarding Advisory Approval of Executive Compensation
Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follow:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||
| 35,220,974 | 6,750,159 | 234,455 | 3,538,723 | |||||||||||
Item 4 - Proposal Regarding Frequency of Future Advisory Approvals of Executive Compensation
Votes regarding the frequency of future advisory approvals of executive compensation were as follow:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
||||||||||||||
| 39,941,615 | 302,422 | 1,763,011 | 198,052 | 3,538,723 | ||||||||||||||
Item 5 - Proposal to Approve the Company’s 2012 Long-Term Incentive Stock Plan
Votes on a proposal to approve the 2012 Plan were as follows:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||
| 39,570,648 | 2,431,714 | 203,165 | 3,538,742 | |||||||||
| Item 6 - | Proposal to Approve the Company’s Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Payments |
Votes on a proposal to approve the Company’s Performance-Based Compensation Policy to preserve the tax deductibility of certain performance-based payments were as follow:
| For | Against | Abstentions | Broker Non-Votes |
|||||||||||
| 40,080,697 | 1,953,357 | 171,549 | 3,538,723 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
||
| 10.1 | Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan, approved by the stockholders on May 2, 2012 (incorporated by reference to Annex A to the Proxy Statement filed on April 3, 2012). | |
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 8, 2012 | By: | /s/ Bruce N. Hawthorne | ||||
| Bruce N. Hawthorne | ||||||
| Corporate Vice President, General Counsel and Secretary | ||||||