mrcy-20231031False000104952100010495212023-10-312023-10-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 31, 2023
Mercury Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Massachusetts | | 000-23599 | | 04-2741391 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 50 Minuteman Road, | Andover, | Massachusetts | | 01810 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (978) 256-1300 Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | MRCY | Nasdaq Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s Annual Meeting of Shareholders held on October 25, 2023 (the “Annual Meeting”), Gerard J. DeMuro, Roger A. Krone, and Scott Ostfeld were elected as Class II Directors for a three-year term ending in 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1.To elect three Class II directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:
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| Director Nominee | For | Withheld | Non-Votes | Uncast |
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| Gerard J. DeMuro | 52,560,858.00 | 550,911.00 | 1,895,771.00 | 0 |
| Roger A. Krone | 52,357,474.00 | 754,295.00 | 1,895,771.00 | 0 |
| Scott Ostfeld | 52,429,160.00 | 682,609.00 | 1,895,771.00 | 0 |
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
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| For: | 51,583,248.00 |
| Against: | 1,458,340.00 |
| Abstain: | 70,181.00 |
| Non-Votes: | 1,895,771.00 |
| Uncast | 0 |
3. To approve, on an advisory basis, the frequency of holding future say-on-pay votes:
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| One Year: | 51,169,321.00 |
| Two Years: | 25,565.00 |
| Three Years: | 1,764,980.00 |
| Abstain: | 151,903.00 |
| Non-Votes: | 1,895,771.00 |
| Uncast: | 0 |
4. To approve the Company’s amended and restated 2018 Stock Incentive Plan:
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| For: | 48,117,614.00 |
| Against: | 4,958,109.00 |
| Abstain: | 36,046.00 |
| Non-Votes: | 1,895,771.00 |
| Uncast | 0 |
5. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024:
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| For: | 54,570,846.00 |
| Against: | 378,446.00 |
| Abstain: | 58,248.00 |
| Non-Votes: | 0 |
| Uncast | 0 |
6. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting:
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| For: | 7,190,153.00 |
| Against: | 45,809,951.00 |
| Abstain: | 111,665.00 |
| Non-Votes: | 1,895,771.00 |
| Uncast | 0 |
Item 8.01 Other Events.
Following the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William L. Ballhaus as Chairman of the Board, Barry R. Nearhos as Lead Independent Director, and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:
Audit Committee: Barry R. Nearhos, Chairman; Gerard J. DeMuro; Lisa S. Disbrow; and Debora A. Plunkett
Government Relations Committee: Lisa S. Disbrow, Chairman; Gerard J. DeMuro; Roger A. Krone; and Debora A. Plunkett
Human Capital and Compensation Committee: Howard L. Lance, Chairman; Orlando P. Carvalho; Lisa S. Disbrow; and Scott Ostfeld
M&A and Finance Committee: Orlando P. Carvalho, Chairman; Roger A. Krone; Howard L. Lance; and Scott Ostfeld
Nominating and Governance Committee: Barry R. Nearhos, Chairman; Orlando P. Carvalho; Roger A. Krone; and Howard L. Lance
SIGNATURES
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 thereunto duly authorized.
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| Dated: October 31, 2023 | | | | MERCURY SYSTEMS, INC. |
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| | | By: | /s/ Christopher C. Cambria |
| | | | | | Christopher C. Cambria |
| | | | | | Executive Vice President, General Counsel, and Secretary |