Leidos Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LDOS
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 6, 2026 (May 1, 2026 )
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(571 ) 526-6000
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 1, 2026, at the Annual Meeting of Stockholders (the "Annual Meeting") of Leidos Holdings, Inc. (the "Company"), the Company's stockholders approved (i) the Company's 2026 Omnibus Incentive Plan (the "2026 Plan") and (ii) the Company's 2026 Employee Stock Purchase Plan (the "2026 ESPP"). The Company's Board of Directors (the "Board") previously approved the 2026 Plan and 2026 ESPP subject to stockholder approval at the Annual Meeting.
A description of the material terms and conditions of the 2026 Plan and 2026 ESPP are contained in detail in the Company's Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 19, 2026 (the "Proxy Statement"), under the headings “Proposal 4: Approval of the 2026 Omnibus Incentive Plan” and "Proposal 5: Approval of the 2026 Employee Stock Purchase Plan," respectively, and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the 2026 Plan and 2026 ESPP, copies of which were filed with the Company's registration statement on Form S-8 filed on May 1, 2026, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting was held on May 1, 2026. The final results of the stockholders’ vote on each of the matters presented for a vote are set forth below.
1. The nominees for election to the Company's Board set forth in Proposal 1 to the Company’s Proxy Statement, were elected, each for a one-year term, based upon the following votes:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Thomas A. Bell | 92,671,357 | 1,216,775 | 231,391 | 10,494,880 | ||||||||||
| Gregory R. Dahlberg | 91,801,057 | 1,932,716 | 385,750 | 10,494,880 | ||||||||||
| David G. Fubini | 89,026,842 | 4,737,376 | 355,305 | 10,494,880 | ||||||||||
| Noel B. Geer | 90,094,311 | 3,675,875 | 349,337 | 10,494,880 | ||||||||||
| Tina W. Jonas | 91,579,107 | 2,290,039 | 250,376 | 10,494,880 | ||||||||||
| Harry M. J. Kraemer, Jr. | 90,309,819 | 3,499,434 | 310,269 | 10,494,880 | ||||||||||
| Gary S. May | 90,524,899 | 3,239,893 | 354,731 | 10,494,880 | ||||||||||
| Nancy A. Norton | 91,823,309 | 2,050,181 | 246,033 | 10,494,880 | ||||||||||
| Patrick M. Shanahan | 92,225,068 | 1,538,565 | 355,890 | 10,494,880 | ||||||||||
| Robert S. Shapard | 82,238,171 | 11,532,656 | 348,696 | 10,494,880 | ||||||||||
2. The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement was approved based upon the following votes:
| Votes for approval | 88,904,849 | |||||||||||||
| Votes against | 4,449,801 | |||||||||||||
| Abstentions | 764,873 | |||||||||||||
| Broker non-votes | 10,494,880 | |||||||||||||
3. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 1, 2027, was approved based upon the following votes:
| Votes for approval | 97,307,718 | |||||||||||||
| Votes against | 7,074,729 | |||||||||||||
| Abstentions | 231,956 | |||||||||||||
| Broker non-votes | N/A | |||||||||||||
4. The proposal to approve the 2026 Omnibus Incentive Plan was approved based upon the following votes:
| Votes for approval | 90,310,588 | |||||||||||||
| Votes against | 3,322,318 | |||||||||||||
| Abstentions | 486,617 | |||||||||||||
| Broker non-votes | 10,494,880 | |||||||||||||
5. The proposal to approve the 2026 Employee Stock Purchase Plan was approved based upon the following votes:
| Votes for approval | 93,480,480 | |||||||||||||
| Votes against | 378,610 | |||||||||||||
| Abstentions | 260,433 | |||||||||||||
| Broker non-votes | 10,494,880 | |||||||||||||
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEIDOS HOLDINGS, INC. | |||||||||||||||||
| Date: | May 6, 2026 | By: | /s/ Henrique B. Canarim | ||||||||||||||
Henrique B. Canarim | |||||||||||||||||
| Its: | Corporate Secretary | ||||||||||||||||