Kratos Defense & Security Solutions Files 8-K

TL;DR

Kratos Defense & Security Solutions filed an 8-K on May 21st, reporting corporate changes and shareholder matters.

AI Summary

Kratos Defense & Security Solutions, Inc. filed an 8-K on May 24, 2024, reporting on events that occurred on May 21, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in San Diego, CA.

Why It Matters

This 8-K filing signals potential corporate governance updates or shareholder votes, which could impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (company) — Registrant
• May 21, 2024 (date) — Date of earliest event reported
• May 24, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 10680 TREENA STREET, SUITE 600, SAN DIEGO, CA 92131 (address) — Business Address
• WIRELESS FACILITIES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value KTOS The NASDAQ Global Select

Filing Documents

• ktos-20240521.htm (8-K) — 47KB
• exhibit31-thirdamendedandr.htm (EX-3.1) — 208KB
• 0001069258-24-000042.txt ( ) — 421KB
• ktos-20240521.xsd (EX-101.SCH) — 2KB
• ktos-20240521_lab.xml (EX-101.LAB) — 22KB
• ktos-20240521_pre.xml (EX-101.PRE) — 13KB
• ktos-20240521_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 21, 2024, the board of directors of Kratos Defense & Security Solutions, Inc. (the "Company") approved and adopted an amendment and restatement of the Company's Second Amended and Restated Bylaws (as so amended and restated, the "Third Amended and Restated Bylaws"), effective immediately. The Third Amended and Restated Bylaws supersede and replace the Second Amended and Restated Bylaws in effect immediately prior to the adoption of the Third Amended and Restated Bylaws. The Third Amended and Restated Bylaws were adopted to, among other things, (i) address certain changes to the Delaware General Corporation Law and Securities and Exchange Commission rules regarding universal proxy cards, (ii) modernize certain provisions contained in the Second Amended and Restated Bylaws relating to the use of electronic and remote communications, (iii) update certain provisions relating to stockholder proposals and nominations, (iv) add a federal forum provision to govern any claims under the Securities Act of 1933, (v) add confidentiality requirements for the Company's directors and (vi) provide for emergency bylaws. The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 21, 2024, the Company held its Annual Meeting. As of the record date for the Annual Meeting, there were 149,942,060 shares of the Company's common stock outstanding. At the Annual Meeting, the holders of 131,784,154 shares were represented in person or by proxy. Set forth below is a brief description of each matter acted upon by the stockholders of the Company at the Annual Meeting and the final voting results for each such proposal. These proposals are set out in more detail in the Company's Proxy Statement. 1. The stockholders considered a proposal to elect each of the individuals named below as directors to serve until the next annual meeting or until their successors are duly elected and qualified. The nominees for election to the Board of Directors were elected, each to serve until the next annual meeting, based upon the following votes: Nominee For Withheld Broker Non-Votes Scott Anderson 111,052,267 3,619,913 17,111,974 Bradley Boyd 114,220,598 451,582 17,111,974 Eric DeMarco 113,055,113 1,617,067 17,111,974 Bobbi Doorenbos 114,339,379 332,801 17,111,974 Daniel Hagen 114,196,007 476,173 17,111,974 William Hoglund 107,003,048 7,669,132 17,111,974 Scot Jarvis 107,027,774 7,644,406 17,111,974 Deanna Lund 105,623,301 9,048,879 17,111,974 Amy Zegart 111,498,837 3,173,343 17,111,974 2. The stockholders considered a proposal to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2024. This proposal was approved based upon the following votes: For 130,482,691 Against 1,186,659 Abstain 114,804 3. The stockholders considered a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, as presented in the Company's Proxy Statement. This proposal was approved based upon the following votes: For 105,570,347 Against 8,900,753

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 T hird Amended and Restated Bylaws 104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 24, 2024 Kratos Defense & Security Solutions, Inc. By: /s/ Marie Mendoza Marie Mendoza Senior Vice President, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR