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 8, 2013
EXELIS INC.
(Exact name of registrant as specified in its charter)
| Indiana | 001-35228 | 45-2083813 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1650 Tysons Boulevard, Suite 1700 McLean, Virginia |
22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(703) 790-6300
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:
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 8, 2013, Exelis Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). For more information on the following proposals submitted to shareholders, see the Company’s proxy statement dated March 27, 2013 filed with the Securities and Exchange Commission.
| 1. | At the Annual Meeting, the persons whose names are set forth below were elected as Class II directors. Relevant voting information for each person follows: |
| Votes For | Against | Abstain | Broker Non- Votes |
|||||||||||||
| John J. Hamre |
152,900,804 | 1,877,859 | 445,241 | 16,459,695 | ||||||||||||
| Patrick J. Moore |
153,126,535 | 1,495,170 | 602,199 | 16,459,695 | ||||||||||||
| H R. David Yost |
152,820,877 | 2,033,636 | 369,391 | 16,459,695 | ||||||||||||
In addition to the election of three directors, three other votes were taken at the Annual Meeting:
2. Ratification of Appointment of the Independent Registered Public Accounting Firm: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013 was ratified by a vote of 169,596,358 shares voting for the proposal, 1,515,819 shares voting against the proposal and 571,422 shares abstaining from the proposal.
3. Approval of the material terms of the Exelis Inc. Annual Incentive Plan for Executive Officers for purposes of Section 162 (m) of the Internal Revenue Code. The proposal for approval of the Exelis Inc. Annual Incentive Plan for Executive Officers was approved by a vote of 147,649,570 shares voting for the proposal, 6,876,489 shares voting against the proposal, and 697,845 shares abstaining from the vote on the proposal and 16,459,695 broker non-votes.
4. Advisory Vote on Named Executive Officer Compensation. The proposal for approval, in a non-binding vote, of the compensation of the Company’s named executive officers was approved by a vote of 144,581,107 shares voting for the proposal, 6,439,434 shares voting against the proposal, 4,203,363 shares abstaining from the vote on the proposal and 16,459,695 broker non-votes.
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.
| Exelis Inc. | ||
| By: | /s/ Kathleen S. Stolar | |
| Kathleen S. Stolar | ||
| Its: Assistant Secretary | ||
Date: May 9, 2013