Orbital ATK,Inc. (NYSE:OA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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Orbital ATK,Inc. (NYSE:OA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articleof Incorporation or Bylaws; Change in Fiscal Year.

On August9, 2017, the Board of Directors of Orbital ATK,Inc. (“Orbital ATK” or the “Company”) approved an amendment and restatement of Orbital ATK’s Bylaws. The purpose of the amendments to the Bylaws is to clarify when stockholder proposals and director nominations must be received by the Company in advance of an annual meeting of stockholders if the meeting is not held within 30 calendar days before or 70 calendar days after the first anniversary of the prior year’s annual meeting.

The foregoing description of the amended and restated bylaws of Orbital ATK does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the amended and restated bylaws, which is filed as Exhibit3.1 to this Current Report on Form8-K and incorporated herein by reference.

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

Orbital ATK held its Annual Meeting of Stockholders on August10, 2017. The stockholders voted upon the following proposals: (1)election of 13 directors, (2)advisory vote to approve executive compensation, (3)advisory vote to approve the frequency of future advisory votes on executive compensation, and (4)ratification of the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. The final voting results are set forth below.

Proposal 1: Election of Directors. The 13 nominees for election to the Board of Directors were elected to serve until the 2018 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, based upon the following votes:

For

Against

Abstain

Broker Non-Votes

Kevin P. Chilton

44,233,606

3,015,298

236,682

5,796,294

Roxanne J. Decyk

46,986,540

230,382

268,664

5,796,294

Lennard A. Fisk

47,032,267

170,549

282,770

5,796,294

Ronald R. Fogleman

46,006,591

1,217,405

261,590

5,796,294

Ronald T. Kadish

44,196,764

3,048,296

240,526

5,796,294

Tig H. Krekel

46,984,927

216,924

283,735

5,796,294

Douglas L. Maine

43,671,373

3,558,282

255,931

5,796,294

Roman Martinez IV

43,213,793

4,017,244

254,549

5,796,294

Janice I. Obuchowski

47,038,697

240,211

206,678

5,796,294

James G. Roche

47,012,252

242,550

230,784

5,796,294

Harrison H. Schmitt

47,083,038

180,823

221,725

5,796,294

David W. Thompson

47,058,672

227,104

199,810

5,796,294

Scott L. Webster

46,967,469

295,767

222,350

5,796,294

Proposal 2: Advisory Vote to Approve Executive Compensation. The compensation of Orbital ATK’s “named executive officers,” as disclosed in the Company’s proxy statement dated June23, 2017, was approved, on an advisory basis, based upon the following votes:

For

Against

Abstain

Broker Non-Votes

45,326,863

1,868,012

290,711

5,796,294

Proposal 3: Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation. Orbital ATK’s stockholders indicated their approval, on an advisory basis, of conducting future advisory votes on executive compensation every year, based upon the following votes:

1Year

2Years

3Years

Abstain

Broker Non-Votes

41,101,023

112,976

6,050,903

220,684

5,796,294

In connection with the Annual Meeting, Orbital ATK’s Board of Directors had recommended that stockholders vote for conducting future advisory votes on executive compensation every year. In light of this recommendation and considering the strong support for an annual vote as reflected in the results above, Orbital ATK will conduct future advisory votes to approve the compensation of Orbital ATK’s named executive officers every year.

Proposal 4: Ratification of Appointment of Independent Registered Accounting Firm. The proposal to ratify the appointment of Deloitte& Touche LLP as Orbital ATK’s independent registered public accounting firm for the fiscal year ending December31, 2017 was approved based upon the following votes:

For

Against

Abstain

Broker Non-Votes

52,628,762

450,921

202,197

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

3.1

Amended and Restated Bylaws of Orbital ATK,Inc.


ORBITAL ATK, INC. Exhibit
EX-3.1 2 a17-20174_1ex3d1.htm EX-3.1 Exhibit 3.1   ORBITAL ATK,…
To view the full exhibit click here

About Orbital ATK,Inc. (NYSE:OA)

Orbital ATK, Inc. is an aerospace and defense systems company and supplier of related products to the United States Government, allied nations, prime contractors and other customers. The Company’s segments include Flight Systems Group, Defense Systems Group, Space Systems Group and Corporate. Its products include launch vehicles and related propulsion systems; satellites and associated components and services; tactical missiles, subsystems and defense electronics, and precision weapons, armament systems and ammunition. The Flight Systems Group segment consists of Launch Vehicles Division, Propulsion Systems Division and Aerospace Structures Division. The Defense Systems Group segment consists of Armament Systems Division, Defense Electronic Division, Missile Products Division and Small Caliber Systems Division. The Space Systems Group consists of Commercial Satellites Division, Government Satellites Division, Space Components Division and Technical Services Division.