8-K

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):  November 29, 2017

Orbital ATK, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10582	41-1672694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

45101 Warp Drive Dulles, Virginia	20166
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 406-5000

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))

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 o

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. o

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

Orbital ATK, Inc. (“Orbital ATK” or the “Company”) held a special meeting of stockholders on November 29, 2017 (the “special meeting”).  At the special meeting, the Company’s stockholders approved the two proposals described below.  Stockholder action on a third proposal, to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes to approve proposal 1, was not required and no vote was taken on that proposal.

The final voting results with respect to each proposal voted upon at the special meeting are set forth below.

Proposal 1

The Company’s stockholders adopted the Agreement and Plan of Merger, dated as of September 17, 2017 (the “Merger Agreement”), by and among the Company, Northrop Grumman Corporation, a Delaware corporation (“Northrop Grumman”), and Neptune Merger, Inc., a Delaware corporation and a wholly-owned subsidiary of Northrop Grumman (“Sub”), as it may be amended from time to time, pursuant to which Sub will be merged with and into Orbital ATK, with Orbital ATK surviving the merger as a wholly-owned subsidiary of Northrop Grumman (the “Merger”), and Orbital ATK stockholders will be entitled to receive $134.50 in cash, without interest and less any applicable withholding taxes, for each share of common stock of Orbital ATK that they own immediately prior to the effective time of the Merger, as set forth below:

For	Against	Abstentions	Broker Non-Votes
45,305,766	249,719	76,317	0

Proposal 2

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that will or may be paid to the Company’s named executive officers in connection with the Merger, as set forth below:

For	Against	Abstentions	Broker Non-Votes
26,389,706	18,830,257	411,839	0

Item 8.01.   Other Events.

On November 29, 2017, the Company issued a press release announcing that its stockholders had adopted the Merger Agreement at the special meeting.  The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release, dated November 29, 2017.

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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.

		ORBITAL ATK, INC.
	By:	/s/ Thomas E. McCabe
	Name:	Thomas E. McCabe
	Title:	Senior Vice President, General Counsel and Secretary
Date: November 29, 2017

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EX-99.1

Exhibit 99.1

ORBITAL ATK STOCKHOLDERS APPROVE ACQUISITION BY NORTHROP GRUMMAN CORPORATION

Dulles, Virginia 29 November 2017 — Orbital ATK, Inc. (NYSE: OA), a global leader in aerospace and defense technologies, today announced that its stockholders overwhelmingly approved the merger agreement providing for the proposed acquisition of Orbital ATK by Northrop Grumman Corporation (NYSE:  NOC) at a special meeting of stockholders held on November 29, 2017.

Holders of more than 99% of Orbital ATK’s common stock present at the meeting or represented by proxy voted in favor of approving and adopting the merger agreement, which represented approximately 79% of the total number of outstanding shares of Orbital ATK’s common stock as of the October 10, 2017 record date for the special meeting.

“The acquisition of Orbital ATK by Northrop Grumman creates substantial value for our stockholders and enhances our capability to accelerate product development and technology innovation in support of our customers’ critical missions. The transaction also enables our employees to benefit from new opportunities and career paths as part of a larger and more diverse aerospace and defense company,” said David W. Thompson, Orbital ATK’s President and Chief Executive Officer.

The Company expects the transaction to close in the first half of 2018, pending receipt of regulatory approvals.

About Orbital ATK

Orbital ATK is a global leader in aerospace and defense technologies.  The company designs, builds and delivers space, defense and aviation systems for customers around the world, both as a prime contractor and merchant supplier.  Its main products include launch vehicles and related propulsion systems; missile products, subsystems and defense electronics; precision weapons, armament systems and ammunition; satellites and associated space components and services; and advanced aerospace structures. Headquartered in Dulles, Virginia, Orbital ATK employs approximately 13,000 people across the U.S. and in several international locations.  For more information, visit www.orbitalatk.com.

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Orbital ATK   |   45101 Warp Drive, Dulles, VA 20166   |   703-406-5000

Cautionary Statement Regarding Forward Looking Statements

This communication may contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the words “forecast,” “expect,” “believe,” “will,” “intend,” “plan,” and words of similar substance. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or performance to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the proposed acquisition of Orbital ATK by Northrop Grumman may not be completed in a timely manner or at all, which may adversely affect Orbital ATK’s business and the price of Orbital ATK’s common stock; potential increased costs, liability, or reputational harm associated with the recent restatement of the company’s financial statements; the company’s ability to maintain and grow its relationship with its customers; reductions or changes in U.S. Government spending; changes in cost and revenue estimates and/or timing of programs and payments; the potential termination of U.S. Government contracts; failure to win or retain key contracts; supply, availability, and cost of raw materials and components; performance of subcontractors and other third parties; development of key technologies; the costs and ultimate outcome of contingencies, including litigation, government investigations and other legal proceedings; and other risks described in Orbital ATK’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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Media/Investor Contact:

Barron Beneski (703) 406-5528
Public and Investor Relations

barron.beneski@orbitalatk.com

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