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 24, 2018

 

ENGILITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35487

 

61-1748527

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

4803 Stonecroft Blvd.

Chantilly, Virginia

 

 

20151

 

 

(Address of principal executive offices)

 

(Zip Code)

 

(703) 633-8300

(Registrant’s telephone number, including area code)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 24, 2018, the Company held its 2018 Annual Meeting of Stockholders via live webcast. A total of 36,225,191 shares of the Company’s common stock, out of a total of 36,955,327 shares of the Company’s common stock outstanding and entitled to vote, were present or represented by proxies. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1 – Election of Directors

The following directors were elected to the Company’s Board of Directors to serve as directors until the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Votes For

 

  

Votes Withheld

 

  

Broker Non-Votes

 

Katharina G. McFarland

  

 

34,694,521

 

 

 

202,622

 

 

 

1,328,048

 

Lynn A. Dugle

  

 

33,321,462

 

 

 

1,575,681

 

 

 

1,328,048

 

Charles S. Ream

 

 

34,590,763

 

 

 

306,380

 

 

 

1,328,048

 

David J. Topper

 

 

34,802,238

 

 

 

94,905

 

 

 

1,328,048

 

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified.

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

36,110,745

 

76,291

 

38,155

 

N/A

 

 

 

 

 

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

34,251,582

 

531,941

 

113,620

 

1,328,048

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

Engility Holdings, Inc.

 

 

 

 

Date: May31, 2018

 

 

 

By:

 

/s/ Jon Brooks

 

 

 

 

Name:

 

Jon Brooks

 

 

 

 

Title:

 

Vice President, Deputy General Counsel and

Assistant Secretary

 

 

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