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EX-99.1 - EX-99.1 - Northrop Grumman Innovation Systems, Inc. | a15-3137_1ex99d1.htm |
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 27, 2015
Alliant Techsystems Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware |
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1-10582 |
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41-1672694 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
1300 Wilson Boulevard, Suite 400 |
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Arlington, Virginia |
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22209-2307 |
(Addresses of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code: (703) 412-5960
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.
On January 27, 2015, Alliant Techsystems Inc. (ATK) held its special meeting of stockholders (the Special Meeting) in connection with the Transaction Agreement, dated as of April 28, 2014, by and among, ATK, Vista Outdoor Inc. (formerly known as Vista SpinCo. Inc.), Vista Merger Sub Inc. and Orbital Sciences Corporation (Orbital) (the Transaction Agreement). The proposal submitted to ATK stockholders at the Special Meeting was the approval of the issuance of ATK common stock, par value $0.01 per share, to Orbital stockholders in connection with the merger pursuant to the Transaction Agreement (the share issuance proposal).
The share issuance proposal is described in detail in ATKs and Orbitals definitive joint proxy statement/prospectus, which was filed with the Securities and Exchange Commission on December 17, 2014.
The stockholders voted to approve the share issuance proposal. The voting results for the share issuance proposal, including the number of votes cast for or against, and the number of abstentions and broker non-votes, are set forth below.
Share Issuance Proposal
For |
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Against |
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Abstain |
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Broker Non-Votes |
24,546,546 |
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398,608 |
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266,849 |
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0 |
In connection with the Special Meeting, ATK also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (the adjournment proposal). As there were sufficient votes from ATK stockholders to approve the share issuance proposal, adjournment of the Special Meeting to solicit additional proxies was unnecessary and the adjournment proposal was not submitted to ATK stockholders for approval at the Special Meeting.
Item 8.01. Other Events.
On January 27, 2015, ATK issued a press release in connection with the results of the stockholder vote at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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Press Release, dated January 27, 2015. |
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 thereunto duly authorized.
Date: January 27, 2015 |
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ALLIANT TECHSYSTEMS INC. | |
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By: |
/s/ Scott D. Chaplin |
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Scott D. Chaplin |
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Senior Vice President, General Counsel and Secretary |