Business Context and Reporting Period
Leonardo DRS, Inc. filed a Form 8-K reporting director reappointments and extensions approved on December 22, 2021. The appointments were effective December 31, 2021, subject to applicable approval by the Defense Counterintelligence and Security Agency.
Key Financial Metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.
Material Changes
- Kenneth J. Krieg and Frances F. Townsend were reappointed as Class B proxy holder directors through December 31, 2024, unless earlier resignation or removal.
- Philip A. Odeen was reappointed as a Class A proxy holder director through June 30, 2022, unless earlier resignation or removal.
- General George W. Casey, Jr. (Ret.) was reappointed as a non-proxy holder director until the next annual general meeting, unless earlier resignation or removal.
- Mr. Casey, Mr. Odeen, and Ms. Townsend will continue serving on the compensation committee, with Ms. Townsend as chair.
- Mr. Krieg will continue serving on the audit committee and as chair of the corporate governance committee. Mr. Krieg, Mr. Odeen, and Ms. Townsend will continue serving on the government security committee.
Governance, Risks, and Unusual Items
The proxy holder directors remain parties to the Proxy Agreement involving Leonardo DRS, Leonardo US Holding Inc., Leonardo S.p.A., and the United States Department of Defense. The agreement regulates significant areas of corporate governance. The proxy holder appointments require approval by the Defense Counterintelligence and Security Agency, which is a condition relevant to the effectiveness of the appointments.
The filing states that directors will receive compensation under the company’s director compensation program. Except for arrangements under the Proxy Agreement, the filing reports no director or immediate-family transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Points
- Verify Defense Counterintelligence and Security Agency approval of the proxy holder reappointments.
- Confirm the specified expiration dates and any subsequent resignations, removals, or replacements.
- Review the Proxy Agreement and related governance provisions incorporated by reference from the company’s Form S-1 registration statement.
- Confirm committee assignments and any changes in director compensation.