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

ME Staff 8-k

7 years ago

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