Mercury Systems Sets 2024 Shareholder Meeting for Oct 23

Ticker: MRCY · Form: DEF 14A · Filed: Sep 12, 2024 · CIK: 1049521

Mercury Systems Inc DEF 14A Filing Summary
FieldDetail
CompanyMercury Systems Inc (MRCY)
Form TypeDEF 14A
Filed DateSep 12, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1.14 billion, $1.33 billion, $93.4 million, $79 m, $1.08 billion
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, governance, director-election, executive-compensation

Related Tickers: MRCY

TL;DR

MRCY shareholder meeting Oct 23: vote on directors, exec pay, stock plan, and auditors.

AI Summary

Mercury Systems, Inc. is holding its 2024 Annual Meeting of Shareholders on October 23, 2024, at 10:00 a.m. ET at its headquarters in Andover, Massachusetts. Key agenda items include electing three Class III directors, an advisory vote on executive compensation for fiscal 2024, approving the 2024 Employee Stock Purchase Plan, and ratifying KPMG LLP as the independent auditor for fiscal 2025.

Why It Matters

Shareholders will vote on director elections, executive pay, stock plans, and auditor ratification, impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — This is a standard annual meeting notice with routine proposals.

Key Players & Entities

  • Mercury Systems, Inc. (company) — Registrant
  • October 23, 2024 (date) — Annual Meeting Date
  • 10:00 a.m. Eastern Time (time) — Annual Meeting Time
  • 50 Minuteman Road, Andover, Massachusetts 01810 (location) — Company Headquarters
  • KPMG LLP (company) — Independent Registered Public Accounting Firm

FAQ

When and where will the 2024 Annual Meeting of Shareholders be held?

The meeting will be held on October 23, 2024, at 10:00 a.m. Eastern Time at the Company's headquarters at 50 Minuteman Road, Andover, Massachusetts 01810.

What are the primary purposes of the 2024 Annual Meeting?

The purposes include electing three Class III directors, holding an advisory vote on fiscal 2024 executive compensation, approving the 2024 Employee Stock Purchase Plan, and ratifying the appointment of KPMG LLP as the independent auditor for fiscal 2025.

How many directors are being elected at the meeting?

Three Class III directors are nominated by the Board of Directors for election.

What is the advisory vote concerning executive compensation?

It is a vote on the fiscal 2024 compensation of the named executive officers, often referred to as the 'say-on-pay' vote.

Who has been nominated to serve as the independent registered public accounting firm for fiscal 2025?

KPMG LLP has been nominated for ratification as the independent registered public accounting firm for fiscal 2025.

Filing Stats: 4,397 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-09-12 17:17:38

Key Financial Figures

  • $1.14 billion — log at year end increased by 16.7% from $1.14 billion for fiscal 2023 to a record $1.33 billi
  • $1.33 billion — .14 billion for fiscal 2023 to a record $1.33 billion for fiscal 2024. Expanding Margins Du
  • $93.4 million — ced our year-end net working capital by $93.4 million from year-end 2023 after years of expan
  • $79 m — receivables declined year-over-year by $79 million, or by 21% as compared to year-en
  • $1.08 billion — s follows: Our bookings decreased from $1.08 billion in fiscal 2023 to $1.02 billion in fisc
  • $1.02 billion — ed from $1.08 billion in fiscal 2023 to $1.02 billion in fiscal 2024. As noted above, our boo
  • $973.9 million — iscal 2024. Our revenues declined from $973.9 million for fiscal 2023 to $835.3 million for f
  • $835.3 million — from $973.9 million for fiscal 2023 to $835.3 million for fiscal 2024. Our net loss was $137
  • $137.6 million — lion for fiscal 2024. Our net loss was $137.6 million for fiscal 2024, compared to $28.3 mill
  • $28.3 million — .6 million for fiscal 2024, compared to $28.3 million for fiscal 2023. Our adjusted EBITDA, a
  • $132.3 million — n-GAAP financial measure, declined from $132.3 million for fiscal 2023 to $9.4 million for fis
  • $9.4 million — from $132.3 million for fiscal 2023 to $9.4 million for fiscal 2024. The adjusted EBITDA re
  • $60.4 m — perating activities in fiscal 2024 were $60.4 million, compared to $(21.3) million in f
  • $26.1 million — itures from property and equipment, was $26.1 million for fiscal 2024 and $(60.1) million for
  • $10.8 million — mance. Our fourth quarter net loss was $10.8 million for fiscal 2024, compared to $8.2 milli

Filing Documents

From the Filing

mrcy-20240912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Mercury Systems, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Notice of 2024 Annual Meeting of Shareholders Dear Shareholders: The Board of Directors of Mercury Systems, Inc. invites you to attend the 2024 Annual Meeting of Shareholders. The Annual Meeting will be held on October 23, 2024, at 10:00 a.m. Eastern Time at the Company's headquarters at 50 Minuteman Road, Andover, Massachusetts 01810. The meeting is being held for the following purposes: To elect three Class III directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors are duly elected and qualified. To hold an advisory vote on the fiscal 2024 compensation of our named executive officers (the "say-on-pay" vote). To hold a vote to approve our 2024 Employee Stock Purchase Plan. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2025. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting. The first proposal relates solely to the election of three Class III directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any Mercury shareholder. The Board of Directors has fixed the close of business on August 26, 2024 as the record date for the meeting. All shareholders of record on that date are entitled to notice of and to vote at the meeting. Your vote is important. Please vote by internet, telephone, or mail as soon as possible to ensure your vote is recorded promptly. Please also note that, if you wish to attend the meeting, you must request an admission ticket in advance by contacting us at annualmeeting@mrcy.com. To attend the meeting, please note the security procedures included on page 1 of the proxy statement. Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on October 23, 2024: The proxy statement and annual report to shareholders for our fiscal year ended June 28, 2024 are available at www.envisionreports.com/MRCY. By Order of the Board of Directors Chairman of the Board, President and Chief Executive Officer Andover, Massachusetts September 12, 2024 i EXECUTIVE SUMMARY This executive summary is an overview of information that you will find elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Proposals and Board Recommendations No. Proposal Summary Board's Voting Recommendations 1 Election of Three Class III Directors FOR each nominee 2 Advisory Vote on Fiscal 2024 Executive Compensation ("Say-on-Pay") FOR 3 Approval of 2024 Employee Stock Purchase Plan FOR 4 Ratification of Appointment of Our Independent Registered Public Accounting Firm for Fiscal 2025 FOR Cautionary Note on Forward-Looking Statements: This proxy statement contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to our focus on enhanced execution of our strategic plan. You can identify these statements by the words "may," "will," "could," "should," "would," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," "likely," "forecast," "probable," "potential," and similar expressions. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in our markets, effects of any U.S. federal government shutdown or extended continuing resolution, effects of geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological

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