UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): August 5, 2015
Orbital ATK, 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.) |
45101 Warp Drive Dulles, Virginia | 20166 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (703) 406-5000 | ||
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) Approval of the Orbital ATK, Inc. 2015 Stock Incentive Plan
On August 5, 2015, Orbital ATK, Inc. (“Orbital ATK” or the “Company”) held its 2015 Annual Meeting of Stockholders, at which the Company’s stockholders approved the Orbital ATK, Inc. 2015 Stock Incentive Plan (the “Plan”). The Plan had previously been approved by Orbital ATK’s Board of Directors on May 5, 2015, subject to stockholder approval. The Plan provides for the grant of stock-based awards to employees, officers and non-employee directors of Orbital ATK as determined by the Compensation and Human Resources Committee of Orbital ATK’s Board of Directors.
A description of the Plan is set forth under “Proposal 3 – Approval of Orbital ATK, Inc. 2015 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 24, 2015, and is incorporated herein by reference.
The Plan is included in this report as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Orbital ATK held its Annual Meeting of Stockholders on August 5, 2015. The stockholders voted upon the following proposals: (1) election of 16 directors, (2) advisory vote to approve executive compensation, (3) approval of the Orbital ATK, Inc. 2015 Stock Incentive Plan, and (4) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal period ending December 31, 2015. The final voting results are set forth below.
Proposal 1: Election of Directors. The 16 nominees for election to the Board of Directors were elected to serve until the 2016 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||||
Kevin P. Chilton | 47,411,935 | 235,419 | 249,549 | 6,724,209 | ||||
Roxanne J. Decyk | 46,815,409 | 704,081 | 377,413 | 6,724,209 | ||||
Mark W. DeYoung | 47,169,561 | 473,866 | 253,476 | 6,724,209 | ||||
Martin C. Faga | 46,887,906 | 735,370 | 273,627 | 6,724,209 | ||||
Lennard A. Fisk | 47,278,177 | 238,027 | 380,699 | 6,724,209 | ||||
Ronald R. Fogleman | 45,383,090 | 754,281 | 1,759,532 | 6,724,209 | ||||
Robert M. Hanisee | 47,268,876 | 240,109 | 387,918 | 6,724,209 | ||||
Ronald T. Kadish | 47,395,806 | 248,858 | 252,239 | 6,724,209 | ||||
Tig H. Krekel | 47,254,448 | 269,143 | 373,312 | 6,724,209 | ||||
Douglas L. Maine | 47,298,229 | 228,371 | 370,303 | 6,724,209 | ||||
Roman Martinez IV | 47,175,375 | 281,674 | 439,854 | 6,724,209 | ||||
Janice I. Obuchowski | 47,050,267 | 463,485 | 383,151 | 6,724,209 | ||||
James G. Roche | 47,365,654 | 267,041 | 264,208 | 6,724,209 | ||||
Harrison H. Schmitt | 44,290,939 | 2,734,361 | 871,603 | 6,724,209 | ||||
David W. Thompson | 47,428,747 | 233,428 | 234,728 | 6,724,209 | ||||
Scott L. Webster | 46,944,616 | 689,084 | 263,203 | 6,724,209 | ||||
Proposal 2: Advisory Vote to Approve Executive Compensation. The compensation of Orbital ATK’s “named executive officers,” as disclosed in the Company’s proxy statement dated June 24, 2015, was approved, on an advisory basis, based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||
46,267,108 | 1,373,849 | 255,946 | 6,724,209 | |||
Proposal 3: Approval of the Orbital ATK, Inc. 2015 Stock Incentive Plan. The Orbital ATK, Inc. 2015 Stock Incentive Plan was approved based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||
45,725,435 | 1,981,365 | 190,103 | 6,724,209 | |||
Proposal 4: Ratification of Appointment of Independent Registered Accounting Firm. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Orbital ATK’s independent registered public accounting firm for the fiscal period ending December 31, 2015 was approved based upon the following votes:
For | Against | Abstain | Broker Non-Votes | |||
53,921,581 | 502,166 | 197,365 | — | |||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Orbital ATK, Inc. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-8 (File No. 333-206123) filed August 5, 2015). | |
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.
ORBITAL ATK, INC.
By: /s/ Thomas E. McCabe
Name: Thomas E. McCabe
Title: Senior Vice President, General
Counsel and Secretary
Date: August 5, 2015