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(Registrant’s telephone number, including area code)
(Former name or former address,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
iHII
iNew
York Stock Exchange
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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 i☐
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
1, 2024, Huntington Ingalls Industries, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.
Item 1 - Election of Directors
Votes regarding the election of 12 directors, for terms ending in 2025, were as follows:
Name
For
Against
Abstentions
Broker
Non-Votes
Augustus L. Collins
32,805,001
178,285
91,978
3,077,208
Leo P. Denault
32,593,259
391,793
90,212
3,077,208
Kirkland
H. Donald
32,628,295
371,194
75,775
3,077,208
Craig S. Faller
32,848,462
175,184
51,618
3,077,208
Victoria
D. Harker
31,317,345
1,683,837
74,082
3,077,208
Frank R. Jimenez
32,615,233
386,555
73,476
3,077,208
Christopher
D. Kastner
32,829,030
172,517
73,665
3,077,208
Anastasia D. Kelly
31,622,062
1,362,541
90,661
3,077,208
Tracy
B. McKibben
32,563,350
422,554
89,360
3,077,208
Stephanie L. O'Sullivan
32,813,323
172,593
89,348
3,077,208
Thomas
C. Schievelbein
31,793,599
1,233,627
48,038
3,077,208
John K. Welch
32,295,028
731,164
49,072
3,077,208
Item
2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis
Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:
For
Against
Abstentions
Broker
Non-Votes
31,631,912
1,370,899
72,453
3,077,208
Item 3 - Proposal to Approve the Frequency of Future Approvals of the Company’s Executive Compensation on an Advisory Basis
Votes on a proposal to approve, on an advisory basis, the preferred frequency of future advisory approvals of the compensation of the
Company’s named executive officers were as follows:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
32,319,383
103,842
599,723
52,316
3,077,208
Item
4 - Proposal to Ratify the Appointment of the Company’s Independent Auditors
Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2024 were as follows:
For
Against
Abstentions
Broker
Non-Votes
35,400,275
703,002
49,195
0
Item 5 – Stockholder Proposal Regarding Science-based Greenhouse Gas Reduction Targets and Transition Plan
Votes on a stockholder proposal requesting that the Company adopt science-based greenhouse gas reduction targets and issue
a climate transition plan were as follows:
For
Against
Abstentions
Broker Non-Votes
9,216,250
23,594,605
264,409
3,077,208
Item 9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
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.
