Mercury Systems, Inc. (NASDAQ:MRCY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
At the Annual Meeting of Shareholders held on October 18, 2017 (the “2017 Annual Meeting”), Lisa S. Disbrow was elected as a Class I Director for a two-year term ending in 2019 and each of Mark Aslett, Mary Louise Krakauer, and William K. O’Brien was elected as a Class II Director for a three-year term ending in 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the 2017 Annual Meeting are as follows:
|
1. |
Election of I Director: |
Lisa S. Disbrow
|
For: |
40,089,894 |
|
Withheld: |
934,701 |
|
Broker Non-Votes: |
3,873,822 |
Election of II Directors:
Mark Aslett
|
For: |
40,090,031 |
|
Withheld: |
934,564 |
|
Broker Non-Votes: |
3,873,822 |
Mary Louise Krakauer
|
For: |
40,089,822 |
|
Withheld: |
934,773 |
|
Broker Non-Votes: |
3,873,822 |
William K. O’Brien
|
For: |
40,068,465 |
|
Withheld: |
956,130 |
|
Broker Non-Votes: |
3,873,822 |
|
2. |
Advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2017: |
|
For: |
40,774,744 |
|
Against: |
227,771 |
|
Abstain: |
22,080 |
|
Broker Non-Votes: |
3,873,822 |
|
3. |
Advisory vote on the frequency of holding future say-on-pay votes: |
|
One Year: |
32,680,826 |
|
Two Years: |
63,316 |
|
Three Years: |
8,259,864 |
|
Abstain: |
20,589 |
|
Broker Non-Votes: |
3,873,822 |
|
4. |
Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2018: |
|
For: |
44,644,834 |
|
Against: |
244,952 |
|
Abstain: |
8,631 |
|
Broker Non-Votes: |
Item 8.01 Other Events.
The Company’s Board of Directors held a meeting at which it elected Vincent Vitto as Chairman of the Board and determined the composition of the Board committees for the upcoming year. The Board of Directors formalized the Company’s prior ad hoc M&A Review Committee as the M&A and Finance Committee. The Board of Directors also formed a new Government Relations Committee. The committees of the Board will be constituted as follows:
Audit Committee: William K. O’Brien (Chair), James K. Bass, Lisa S. Disbrow, and Mark S. Newman
Compensation Committee: Michael A. Daniels (Chair), Mary Louise Krakauer, George K. Muellner, and Vincent Vitto
Nominating and Governance Committee: Vincent Vitto (Chair), Michael A. Daniels, and William K. O’Brien
M&A and Finance Committee: George K. Muellner (Chair), Michael A. Daniels, Mark S. Newman, William K. O’Brien, and James K. Bass (Alternate)
Government Relations Committee: Lisa S. Disbrow (Chair), George K. Muellner, Mark S. Newman, and Vincent Vitto
About Mercury Systems, Inc. (NASDAQ:MRCY)
Mercury Systems, Inc. is a commercial provider of secure processing subsystems designed and made in the United States. The Company’s solutions support a range of defense and intelligence programs. Its technologies include embedded processing modules and subsystems, radio frequency (RF) and microwave multi-function assemblies, as well as subsystems, and RF and microwave components. It designs and builds RF and microwave components and subsystems for the electronic warfare (EW), signals intelligence (SIGINT) and other communications requirements and applications. It offers analyst services and systems engineering support, consulting, maintenance and other support, testing and installation. It designs, markets and sells software and middleware environments for the development and execution of signal and image processing applications on a range of heterogeneous and multi-computing platforms. It also offers solutions in mission computing, safety-critical avionics and platform management.
