Mercury Systems 8-K Hints at Restructuring, Leadership Changes

TL;DR

**Mercury Systems just filed an 8-K hinting at major restructuring and leadership changes.**

AI Summary

Mercury Systems, Inc. filed an 8-K on January 17, 2024, reporting events from January 12, 2024. The filing indicates activities related to 'Cost Associated with Exit or Disposal Activities' and 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers'. This suggests potential restructuring or leadership changes, which could impact the company's future strategy and financial performance, making it important for investors to monitor for specific details on these changes.

Why It Matters

This filing signals potential strategic shifts or leadership transitions at Mercury Systems, which could influence the company's operational efficiency and future growth prospects. Investors should watch for subsequent disclosures to understand the full scope and financial implications.

Risk Assessment

Risk Level: medium — The filing indicates potential significant changes without specific details, creating uncertainty about future costs and leadership stability.

Analyst Insight

A smart investor would closely monitor Mercury Systems' upcoming announcements for specific details on the 'exit or disposal activities' and any 'departure or appointment of officers' to assess the strategic direction and potential financial impact before making investment decisions.

Key Players & Entities

• Mercury Systems, Inc. (company) — the registrant filing the 8-K
• January 12, 2024 (date) — date of earliest event reported
• January 17, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Mercury Systems will announce specific details regarding exit or disposal activities. (Mercury Systems, Inc.) — medium confidence, target: Q1 2024
• The company will disclose changes in its executive leadership or board of directors. (Mercury Systems, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 M — ch registered Common Stock, par value $0.01 MRCY Nasdaq Global Select Market 1 I
• $10 — restructuring charges of approximately $10 - 12 million. These charges are for emp
• $450,000 — sation will consist of a base salary of $450,000, a target bonus opportunity under our a
• $1,400,000 — wards with a target grant date value of $1,400,000 (commencing with the annual grants to b
• $500,000 — centive Plan with an aggregate value of $500,000. The number of shares covered by the pr
• $500,000 b — n awards will be determined by dividing $500,000 by the average closing price of our commo
• $12,000 — Mr. Wells will also be provided with a $12,000 annual allowance for personal tax and f

Filing Documents

• mrcy-20240112.htm (8-K) — 44KB
• exhibit9918-k011724.htm (EX-99.1) — 9KB
• exhibit9918-k011724001.jpg (GRAPHIC) — 209KB
• exhibit9918-k011724002.jpg (GRAPHIC) — 292KB
• exhibit9918-k011724003.jpg (GRAPHIC) — 41KB
• 0001049521-24-000003.txt ( ) — 955KB
• mrcy-20240112.xsd (EX-101.SCH) — 2KB
• mrcy-20240112_def.xml (EX-101.DEF) — 13KB
• mrcy-20240112_lab.xml (EX-101.LAB) — 26KB
• mrcy-20240112_pre.xml (EX-101.PRE) — 14KB
• mrcy-20240112_htm.xml (XML) — 3KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. Mercury Systems, Inc. (the "Company" or "we") has adopted a plan to consolidate our Mission Systems and Microelectronics divisions into one unified structure that incorporates multiple business units and functions, under the leadership of Charles R. Wells, IV, who has been appointed as our Executive Vice President, Chief Operating Officer effective as of January 22, 2024. This consolidation is designed to simplify our organizational structure, facilitate clearer accountability, and align to our priorities. With this simplification of our organizational structure, we will also streamline our leadership team, with Christine F. Harbison, our Executive Vice President, Chief Growth Officer, and Allen Couture, our Executive Vice President, Execution Excellence, to depart after a short transition period. On January 12, 2024, we approved and initiated a workforce reduction that will eliminate approximately 100 positions, resulting in expected restructuring charges of approximately $10 - 12 million. These charges are for employee separation costs and will be classified as restructuring and other charges within our statement of operations and other comprehensive income for the fiscal quarter ending March 29, 2024. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Executive Vice President, Chief Operating Officer On January 17, 2024, we issued a press release announcing an organizational consolidation in which we will go from having two divisions to one unified structure that incorporates multiple business units and supporting functions. With this change, we have named Charles R. Wells, IV as Executive Vice President, Chief Operating Officer, effective January 22, 2024, reporting to our Chairman and Chief Executive Officer, William L. Ballhaus. Mr. Wells, age 51, joined us in November 20

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In a press release dated January 17, 2024, furnished as exbibit 99.1 hereto, we announced that Charles R. Wells, IV has been appointed as our Executive Vice President, Chief Operating Officer effective January 22, 2024, and that Christine F. Harbison, our Executive Vice President, Chief Growth Officer, and Allen Couture, our Executive Vice President, Execution Excellence would be departing after a short transition period. The press release is furnished as exhibit 99.1 hereto. The information provided in Item 7.01 of this Current Report on Form 8-K and the attached exhibit 99.1 shall not be deemed filed' for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K may contain "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "may," "hope," "will," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," "could," "future," or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss our future expectations or state other "forward-looking" information. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ material

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated January 1 7, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

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. Dated: January 17, 2024 MERCURY SYSTEMS, INC. By: /s/ David E. Farnsworth David E. Farnsworth Executive Vice President, Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR