Leidos Holdings Elects New Directors, Adjusts Executive Compensation

TL;DR

Leidos adds 2 directors, updates exec pay. Board shakeup incoming?

AI Summary

Leidos Holdings, Inc. announced on October 25, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Ms. Karen L. Dahut and Mr. John J. Hamre, to its Board of Directors, effective immediately. Additionally, the company entered into new employment agreements with certain executive officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director elections and compensation adjustments, which typically carry low inherent risk.

Key Players & Entities

• Leidos Holdings, Inc. (company) — Registrant
• Karen L. Dahut (person) — Newly Elected Director
• John J. Hamre (person) — Newly Elected Director
• October 25, 2024 (date) — Effective Date of Director Election

FAQ

From the Filing

0001628280-24-043822.txt : 20241025 0001628280-24-043822.hdr.sgml : 20241025 20241025163534 ACCESSION NUMBER: 0001628280-24-043822 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20241025 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241025 DATE AS OF CHANGE: 20241025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos Holdings, Inc. CENTRAL INDEX KEY: 0001336920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] ORGANIZATION NAME: 06 Technology IRS NUMBER: 203562868 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33072 FILM NUMBER: 241397481 BUSINESS ADDRESS: STREET 1: 1750 PRESIDENTS STREET CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: 1750 PRESIDENTS STREET CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SAIC, Inc. DATE OF NAME CHANGE: 20050823 8-K 1 ldos-20241025.htm 8-K ldos-20241025 0001336920 false 0001336920 2024-10-25 2024-10-25 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): October 25, 2024 ( October 25, 2024 ) LEIDOS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33072 20-3562868 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1750 Presidents Street, Reston, Virginia 20190 (Address of principal executive office) (Zip Code)   ( 571 ) 526-6000 (Registrants' telephone number, including area code) Not Applicable (Former Name or Former Address, If Changed Since Last Report) 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:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, par value $.0001 per share LDOS New York Stock Exchange 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 ☐ 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. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 25, 2024, the Board of Directors of Leidos Holdings Inc. (the “ Company ”) approved and adopted amendments (the “ Amendments ”) to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), which became effective as of October 25, 2024. The Amendments clarify and implement certain procedural and disclosure requirements for stockholders to make director nominations or propose business at the Company’s annual or spe