NCI, INC. (NASDAQ:NCIT) Files An 8-K Submission of Matters to a Vote of Security Holders

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NCI, INC. (NASDAQ:NCIT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07.

Submission of Matters to a Vote of Security
Holders.

On June15, 2017, NCI, Inc. (the
Company) held an annual meeting of its
stockholders (the Annual Meeting). As
of April27, 2017, the record date for the Annual Meeting, there
were 13,551,817 shares of the Companys common stock outstanding
and entitled to vote at the Annual Meeting. At the Annual
Meeting, a total of 12,879,835 shares of the Companys common
stock were represented in person or by proxy. Set forth below is
a brief description of each matter voted upon at the Annual
Meeting and the voting results with respect to each matter. These
proposals, each of which was approved by our stockholders at the
Annual Meeting, are more fully described in the Companys
definitive proxy statement for the Annual Meeting filed with the
U.S. Securities and Exchange Commission on May1, 2017 (the
Proxy Statement).


1.
To elect the seven director nominees named in the Proxy
Statement as directors of the Company, each to serve for a
term of one year or until their respective successors have
been duly elected and qualified.


For

Withheld

BrokerNon-Votes


Paul A. Dillahay

51,976,169 126,648 1,277,018


James P. Allen

47,759,748 4,343,069 1,277,018


Paul V. Lombardi

50,108,324 1,994,493 1,277,018


Cindy E. Moran

51,944,144 158,673 1,277,018


Charles K. Narang

51,937,825 164,992 1,277,018


Austin J. Yerks

50,992,065 1,110,752 1,277,018


Daniel R. Young

50,522,805 1,580,012 1,277,018


2.
To ratify the appointment of Deloitte Touche LLP as the
independent registered public accounting firm of the Company
for the year ending December31, 2017.


For


Against


Abstained


Broker Non-Votes


53,218,182

161,015


3.
To hold an advisory (non-binding) vote on the compensation
paid to our named executive officers as presented in the
Proxy Statement.


For


Against


Abstained


Broker Non-Votes


49,472,023

2,569,923 60,871 1,277,018


4.
To hold an advisory (non-binding) vote on the frequency of
the advisory stockholder vote on the compensation paid to our
named executive officers.


One Year


TwoYear


Three Year


Abstain


BrokerNon-Votes


6,244,596

1,270 45,856,711 1,277,018

Consistent with the greatest number of votes cast with respect to
Proposal No.4 above, the Companys Board of Directors has
determined that the Company will hold an advisory vote on the
compensation of its named executive officers every three years
until the next advisory vote on the frequency of stockholder
votes on the compensation payable to the Companys named executive
officers is required to Section14A of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder..


About NCI, INC. (NASDAQ:NCIT)

NCI, Inc. is a provider of enterprise services and solutions to defense, intelligence, healthcare and civilian government agencies. The Company provides information technology (IT), and professional services and solutions by leveraging its core service offerings, which include cloud computing and IT infrastructure optimization; cybersecurity and information assurance; engineering and logistics support; enterprise information management and advanced analytics; health IT and medical support; IT service management; modeling, simulation, and training, and agile development and integration. The Company helps its clients to navigate the range of cloud, Everything-as-a-Service (EaaS), capacity services and virtualization options available. The Company provides its customers the full lifecycle of cybersecurity services, including policy and planning, compliance, identity and access management, training, education, awareness and enterprise security operations.

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