CSRA INC. (NYSE:CSRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CSRA INC. (NYSE:CSRA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 below, at the 2017 Annual Meeting of Stockholders of CSRA, Inc. (the "Company"), the Company’s stockholders approved the amendment of certain terms of the CSRA Inc. 2015 Omnibus Incentive Plan (the “Incentive Plan”). The amendments:

increased the aggregate number of shares available for issuance under the plan by 4,483,000 shares, and

modified the amount by which future grants of equity awards other than stock options and stock appreciation rights will reduce the number of shares authorized for issuance under the Incentive Plan.

For further description of these modifications to the Incentive Plan, please see “Proposal 4: Approval of the Modification of Certain Terms of the CSRA Inc. 2015 Omnibus Incentive Plan” in the Company’s Proxy Statement. The foregoing descriptions of the Incentive Plan are not complete and are qualified in their entirety by reference to the full text of the Incentive Plan, which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein in its entirety.

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

On August 9, 2016, the Company held its Annual Meeting. Of the 163,724,482 shares of common stock outstanding and entitled to vote at the Annual Meeting as of June 9, 2017, the record date, the holders of record of 152,092,564 shares of common stock were present, in person or by proxy, and entitled to vote at the Annual Meeting, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement.

Proposal 1 — Election of Directors.

The proposal to elect each of the 11 nominees to serve as a director of the Company until the Company’s next annual meeting of stockholders was approved, with each nominee receiving the affirmative vote of a majority of the votes cast with respect to such nominee’s election. The voting results in respect of each of nominees were as follows:

Nominee

Votes Cast For

Votes Cast Against

Abstentions

Broker Non-Votes

Keith B. Alexander

139,858,616

1,147,179

321,950

10,764,819

Sanju K. Bansal

136,373,786

4,627,429

326,530

10,764,819

Michèle A. Flournoy

136,433,106

4,628,332

266,307

10,764,819

Mark A. Frantz

139,065,778

1,917,689

324,278

10,784,819

Nancy Killefer

138,153,118

2,879,484

295,143

10,764,819

Craig L. Martin

135,644,009

5,354,840

328,896

10,764,819

Sean O’Keefe

139,126,286

1,869,026

332,433

10,764,819

Lawrence B. Prior III

139,929,892

1,165,962

231,891

10,764,819

Michael E. Ventling

136,372,279

4,626,165

319,301

10,764,819

Billie I. Williamson

139,861,708

1,144,964

321,073

10,764,819

John F. Young

139,794,914

1,208,776

324,055

10,764,819

Proposal 2 — Ratificationof the appointment of the Company’s independent registered public accounting firm.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 30, 2018. The voting results were as follows:

Votes Cast For

Votes Cast Against

Abstentions

Broker Non-Votes

151,409,767

449,672

233,125

Proposal 3 — Advisoryvote to approve named executive officer compensation.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes Cast For

Votes Cast Against

Abstentions

Broker Non-Votes

133,367,485

7,627,261

332,999

10,764,819

Proposal 4 — Approval of the modification of certain terms of the Incentive Plan.

The stockholders approved the modification of certain terms of the Incentive Plan. The voting results were as follows:

Votes Cast For

Votes Cast Against

Abstentions

Broker Non-Votes

120,906,614

20,043,780

377,351

10,764,819


About CSRA INC. (NYSE:CSRA)

CSRA Inc. is a provider of information technology services to the United States federal government. The Company operates through two segments: Defense and Intelligence, and Civil. The Defense and Intelligence segment provides services to the Department of Defense (DoD), National Security Agency, branches of the Armed Forces, and other DoD and Intelligence agencies. The Civil segment provides services to various federal agencies within the Department of Homeland Security (the DHS), Department of Health and Human services, and other federal civil agencies, as well as various state and local government agencies. It supplies civil government agencies with mission information systems and associated technical support services. It provides its customers with technical services across service areas, including Digital Services, Enterprise Business Services, Digital Platforms, Cyber, Data Science, and Professional and Citizen Services. It has conducted operations in over 130 locations.