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 22, 2015

 

 

ENGILITY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35487   45-3854852

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3750 Centerview Drive

Chantilly, Virginia

  20151
(Address of principal executive offices)   (Zip Code)

(703) 708-1400

(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))

 

 

 


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

On May 21, 2015, Engility Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at the Washington Dulles Airport Marriott in Sterling, Virginia. A total of 35,809,711 shares of the Company’s common stock, out of a total of 36,710,864 shares of the Company’s common stock outstanding and entitled to vote, were present in person or represented by proxies. Each of the proposals is described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2015 (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 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

 

     Votes For      Votes
Withheld
     Broker Non-
Votes
 

Lynn A. Dugle

     34,154,959         124,447         1,530,305   

Charles S. Ream

     33,888,848         390,558         1,530,305   

Anthony Smeraglinolo

     33,420,580         858,826         1,530,305   

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, 2015 was ratified.

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

35,667,745   75,997   65,969   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

33,378,507   825,043   75,856   1,530,305


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: May 22, 2015 By:

/s/ Jon Brooks

Name: Jon Brooks
Title: Vice President, Deputy General Counsel and Assistant Secretary