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MERCURY SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
[October 24, 2014]

MERCURY SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Class II Directors At the Annual Meeting of Shareholders held on October 21, 2014 (the "Annual Meeting"), Messrs. Mark Aslett and William K. O'Brien were elected as Class II Directors for a three-year term ending in 2017. As previously announced in the Company's proxy statement for the Annual Meeting, George W. Chamillard retired from the Board of Directors effective upon the Annual Meeting.



2005 Stock Incentive Plan At the Annual Meeting, shareholders approved an amendment and restatement of the Company's 2005 Stock Incentive Plan (the "2005 Plan") that increases the aggregate number of shares issuable under the plan by 3,200,000 shares. A summary of the material terms and conditions of the amended and restated 2005 Plan is set forth in the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on September 5, 2014 (the "Proxy Statement"), under the caption "Proposal 2: Approval of Amendment to 2005 Stock Incentive Plan - Summary of the Amended and Restated 2005 Plan." Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the amended and restated 2005 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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


On October 21, 2014, the Company held its Annual Meeting. The final voting results for the Annual Meeting are as follows: 1. Election of Class II Directors: Mr. Mark Aslett For: 25,193,098 Withheld: 855,074 Broker Non-Votes: 2,800,452 Mr. William K. O'Brien For: 24,080,513 Withheld: 1,967,659 Broker Non-Votes: 2,800,452 2. Amendment and restatement of the 2005 Stock Incentive Plan: For: 19,522,635 Against: 5,915,672 Abstain: 609,865 Broker Non-Votes: 2,800,452 3. Advisory vote to approve the compensation of the Company's named executive officers for fiscal year 2014: 2 1.1-------------------------------------------------------------------------------- For: 23,308,200 Against: 2,052,991 Abstain: 686,981 Broker Non-Votes: 2,800,452 4. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2015: For: 28,720,282Against: 108,377 Abstain: 19,965 Broker Non-Votes: 0 Item 8.01 Other Events.

The Company's Board of Directors held a meeting at which it elected Vincent Vitto as Chairman of the Board and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows: Audit Committee: William K. O'Brien (Chairman), James K. Bass, and Vincent Vitto Compensation Committee: Michael A. Daniels (Chairman), George K. Muellner, and Vincent Vitto Nominating and Governance Committee: Vincent Vitto (Chairman), Michael A.

Daniels, and William K. O'Brien Ad Hoc M&A Review Committee: George K. Muellner (Chairman), Michael A. Daniels, William K. O'Brien, and James K. Bass (Alternate) Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Mercury Systems, Inc. Amended and Restated 2005 Stock Incentive Plan (incorporated herein by reference to Appendix A to Mercury Systems, Inc.'s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 5, 2014) 3 1.1--------------------------------------------------------------------------------

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