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): October 25, 2019
Mercury Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts | 000-23599 | 04-2741391 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
50 Minuteman Road, Andover, Massachusetts | 01810 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (978) 256-1300
Not Applicable
(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 (see General Instruction A.2. below):
¨ | 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)) |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | MRCY | Nasdaq Global Select Market |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
At the Annual Meeting of Shareholders held on October 23, 2019 (the “Annual Meeting”), James K. Bass, Michael A. Daniels, and Lisa S. Disbrow were elected as Class I Directors for a three-year term ending in 2022 and Barry R. Nearhos was elected as a Class III Director for a two-year term ending in 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1. | Election of Directors: |
Class I Directors:
James K. Bass
For: | 49,363,259 |
Withheld: | 809,646 |
Broker Non-Votes: | 2,193,764 |
Michael A. Daniels
For: | 45,337,884 | |
Withheld: | 4,835,021 | |
Broker Non-Votes: | 2,193,764 | |
Lisa S. Disbrow
For: | 49,366,942 | |
Withheld: | 805,963 | |
Broker Non-Votes: | 2,193,764 | |
Class III Director:
Barry R. Nearhos
For: | 49,390,704 | |
Withheld: | 782,201 | |
Broker Non-Votes: | 2,193,764 | |
2. | Advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2019: |
For: | 49,901,532 |
Against: | 251,037 |
Abstain: | 20,336 |
Broker Non-Votes: | 2,193,764 |
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3. | Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending July 3, 2020: |
For: | 51,772,989 |
Against: | 587,206 |
Abstain: | 6,474 |
Broker Non-Votes: | 0 |
Item 8.01 Other Events.
The Company’s Board of Directors held a meeting at which it elected Vincent Vitto as Chairman of the Board and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:
Audit Committee: William K. O’Brien (Chair), James K. Bass, Lisa S. Disbrow, and Barry R. Nearhos
Compensation Committee: Michael A. Daniels (Chair), Mary Louise Krakauer, and Vincent Vitto
Government Relations Committee: Lisa S. Disbrow (Chair), Mark Aslett, Michael A. Daniels, and Vincent Vitto
M&A and Finance Committee: Michael A. Daniels (Chair), James K. Bass, William K. O’Brien, and Vincent Vitto (alternate)
Nominating and Governance Committee: Vincent Vitto (Chair), Michael A. Daniels, and William K. O’Brien
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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 thereunto duly authorized.
Dated: October 25, 2019 | MERCURY SYSTEMS, INC. | |||||
By: | /s/ Michael D. Ruppert | |||||
Michael D. Ruppert | ||||||
Executive Vice President, Chief Financial Officer, and Treasurer | ||||||
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