Attached files

file filename
EX-10.1 - EX-10.1 - Northrop Grumman Innovation Systems, Inc.a13-17594_1ex10d1.htm

 

 

UNITED STATES
S
ECURITIES 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):  July 30, 2013

 

GRAPHIC

 

Alliant Techsystems 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.)

 

1300 Wilson Boulevard, Suite 400
Arlington, Virginia

 

22209-2307

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)  Amendment and Restatement of the Alliant Techsystems Inc. Income Security Plan

 

On July 30, 2013, the Personnel and Compensation Committee (the “Committee”) of the Board of Directors of Alliant Techsystems Inc. (“ATK”) approved the amendment and restatement of the Alliant Techsystems Inc. Income Security Plan (the “Income Security Plan”), a change-in-control severance plan for ATK’s executive officers.  The Committee revised the Income Security Plan’s retirement provisions to align them with changes to ATK’s Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) that went into effect on July 1, 2013.  The changes to the DC SERP were previously disclosed by ATK in a Form 8-K dated January 31, 2013.  The Committee also made other clarifying, conforming and minor technical changes to the Income Security Plan.

 

This description of the Income Security Plan is qualified in its entirety by reference to the full text of the Plan, which is attached to this report as Exhibit 10.1 and is hereby incorporated by reference.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

ATK held its Annual Meeting of Stockholders on July 31, 2013.  The stockholders voted upon the following proposals: (1) election of eight directors, (2) advisory vote to approve executive compensation, (3) ratification of the appointment of Deloitte & Touche LLP as ATK’s independent registered public accounting firm for the fiscal year ending March 31, 2014, and (4) a stockholder proposal regarding the disclosure of corporate lobbying activities.  The final voting results are set forth below.

 

Proposal 1:  Election of Directors.  The eight nominees for election to the Board of Directors were elected to serve until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, based upon the following votes:

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

Roxanne J. Decyk

 

21,269,277

 

5,641,623

 

2,524,606

 

 

 

 

 

 

 

 

 

Mark W. DeYoung

 

21,577,719

 

5,333,181

 

2,524,606

 

 

 

 

 

 

 

 

 

Martin C. Faga

 

21,496,210

 

5,414,690

 

2,524,606

 

 

 

 

 

 

 

 

 

Ronald R. Fogleman

 

21,413,113

 

5,497,787

 

2,524,606

 

 

 

 

 

 

 

 

 

April H. Foley

 

21,482,161

 

5,428,739

 

2,524,606

 

 

 

 

 

 

 

 

 

Tig H. Krekel

 

21,381,231

 

5,529,669

 

2,524,606

 

 

 

 

 

 

 

 

 

Douglas L. Maine

 

21,460,227

 

5,450,673

 

2,524,606

 

 

 

 

 

 

 

 

 

Roman Martinez IV

 

21,482,853

 

5,428,047

 

2,524,606

 

 

Proposal 2:  Advisory Vote to Approve Executive Compensation. The compensation of ATK’s “named executive officers,” as disclosed in ATK’s proxy statement dated June 14, 2013, was approved, on an advisory basis, based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

20,729,212

 

5,807,852

 

373,836

 

2,524,606

 

 

2



 

Proposal 3:  Ratification of Appointment of Independent Registered Accounting Firm. The proposal to ratify the appointment of Deloitte & Touche LLP as ATK’s independent registered public accounting firm for the fiscal year ending March 31, 2014 was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

28,716,145

 

412,587

 

306,774

 

 

 

Proposal 4:  Stockholder Proposal Regarding Disclosure of Corporate Lobbying Activities. The stockholder proposal regarding disclosure of ATK’s corporate lobbying activities was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

15,062,933

 

8,187,259

 

3,660,708

 

2,524,606

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
No.

 

Description

10.1

 

Alliant Techsystems Inc. Income Security Plan, As Amended and Restated Effective July 1, 2013.

 

3



 

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.

 

 

 

 

ALLIANT TECHSYSTEMS INC.

 

 

 

 

By:

/s/ Scott D. Chaplin

 

Name:

Scott D. Chaplin

 

Title:

Senior Vice President, General

 

 

Counsel and Secretary

 

 

 

 

Date: July 31, 2013

 

 

4