UNITED STATES
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): December 31, 2014
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36149 | 46-3134302 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 11921 Freedom Drive, Suite 550 | |
| Two Fountain Square | |
| Reston, Virginia | 20190 |
| (Address of principal executive offices) | (Zip Code) |
(202) 800-4333
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 31, 2014, the Company held its 2014 Annual Meeting of Stockholders (the “Meeting”) in Washington, D.C. for the purposes of (i) electing Dale R. Davis, Craig Dawson, the Hon. David C. Gompert, Vice Admiral (ret.) Robert B. Murrett, Damian Perl, Dean Popps and the Hon. Ronald R. Spoehel to serve on the Board of Directors of the Company until the 2015 annual meeting of stockholders or until their successors are elected and qualified; (ii) ratification of the selection of KPMG, LLP as independent registered public accounting firm for fiscal year 2014; (iii) holding an advisory vote on compensation to our named executive officers; and (iv) holding an advisory vote on the frequency of future advisory votes on executive compensation.
Below are the voting results for the election of seven Directors. All nominees were elected as Directors with the following vote:
| Nominee | For | Withheld | Broker Non-votes | |||
| Dale R. Davis | 8,401,643 | 0 | 0 | |||
| Craig Dawson | 8,401,643 | 0 | 0 | |||
| Hon. David C. Gompert | 8,401,543 | 100 | 0 | |||
| Vice Admiral (ret.) Robert B. Murrett | 8,401,643 | 0 | 0 | |||
| Damian Perl | 8,401,543 | 100 | 0 | |||
| Dean Popps | 8,401,643 | 0 | 0 | |||
| Hon. Ronald R. Spoehel | 8,401,543 | 100 | 0 |
Below are the voting results for the advisory vote on the ratification of the selection of KPMG, LLP as independent registered public accounting firm for fiscal year 2014. The stockholders approved, on an advisory basis, the selection of KPMG:
| For | Against | Abstain | Broker Non-votes | |||
| 8,401,618 | 25 | 0 | 0 |
Below are the voting results for the advisory vote on compensation to our named executive officers. The stockholders approved, on an advisory basis, the compensation of our named executive officers:
| For | Against | Abstain | Broker Non-votes | |||
| 7,851,618 | 125 | 549,900 | 0 |
Below are the voting results for the advisory vote on the frequency of future advisory votes on executive compensation. The stockholders approved, on an advisory basis, a frequency of every year for future votes on executive compensation:
| Three Years | Two Years | One Year | Abstain | Broker Non-votes | ||||
| 5,870,989 | 0 | 1,978,754 | 551,900 | 0 |
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.
Dated: December 31, 2014
| GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. | |||
| By: | /s/ Frederic Cassis | ||
| Name: Frederic Cassis | |||
| Title: Secretary | |||