0001336920-15-000004.txt : 20150224 0001336920-15-000004.hdr.sgml : 20150224 20150224172120 ACCESSION NUMBER: 0001336920-15-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150224 DATE AS OF CHANGE: 20150224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos Holdings, Inc. CENTRAL INDEX KEY: 0001336920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203562868 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33072 FILM NUMBER: 15644857 BUSINESS ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SAIC, Inc. DATE OF NAME CHANGE: 20050823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos, Inc. CENTRAL INDEX KEY: 0000353394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953630868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12771 FILM NUMBER: 15644858 BUSINESS ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SCIENCE APPLICATIONS INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8-kdrmay.htm 8-K Form8-KDrMay


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): February 19, 2015
______________________________________
LEIDOS HOLDINGS, INC.
LEIDOS, INC.
(Exact name of registrant as specified in its charter)
______________________________________

DELAWARE
 
001-33072
000-12771
 
20-3562868
95-3630868
 
 
 
 
 
(State or other Jurisdiction of
Incorporation)
 
(Commission
File Numbers)
 
(IRS Employer
Identification Nos.)

11951 Freedom Drive, Reston, Virginia
 
20190
 
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
Registrants’ telephone number, including area code: (571) 526-6000
N/A
 (Former names or former addresses 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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)    Effective as of February 19, 2015, the Board of Directors of Leidos Holdings, Inc. and Leidos, Inc. appointed Dr. Gary S. May to serve as a director, filling a vacancy on the Board. Dr. May will serve as a member of the Ethics and Corporate Responsibility Committee and the Human Resources and Compensation Committee.
As a director, Dr. May will be entitled to receive the standard remuneration provided to the company’s non-management directors, including (i) an annual cash retainer of $50,000, (ii) fees of $2,000 for each meeting of the Board that he attends and for each meeting of any committee of which he is a member that he attends, and (iii) an annual grant of equity awards valued at approximately $150,000, two-thirds in the form of restricted stock and one-third in the form of stock options.








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 hereunto duly authorized.
 
 
 
 
 
LEIDOS HOLDINGS, INC.
 
 
By:
 /s/ Raymond L. Veldman
 
 
Name:
Raymond L. Veldman
 
 
Title:
Senior Vice President and Secretary


 
LEIDOS, INC.
 
 
By:
/s/ Raymond L. Veldman
 
 
Name:
Raymond L. Veldman
 
 
Title:
Senior Vice President and Secretary


Dated:  February 24, 2015