Leidos Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Leidos Holdings, Inc. on December 7, 2016, covering events occurring on December 1, 2016. The filing addresses corporate governance updates regarding executive compensation and the scheduling of the 2017 Annual Meeting of Stockholders.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate events rather than financial performance data.
Material Changes
- Executive Severance Plan: On December 1, 2016, the Human Resources and Compensation Committee adopted a new executive severance plan effective January 1, 2017, replacing existing agreements.
- Change in Control Provisions: Under the new plan, executives involuntarily terminated without cause or resigning for good reason within 24 months of a change in control are entitled to:
- Accrued salary and pro rata bonus.
- A lump sum severance equal to 1.5 times the sum of current salary and target annual bonus.
- 18 months of health and welfare benefit continuation coverage.
- Up to 12 months of outplacement counseling.
- Termination Without Change in Control: Executives terminated without cause absent a change in control receive:
- Accrued salary and pro rata bonus.
- A lump sum severance equal to current salary.
- 12 months of health and welfare benefit continuation coverage.
- Up to 6 months of outplacement counseling.
- Tax Gross-Up: The plan explicitly states participants are not entitled to any "gross up" payment for excise taxes.
Guidance, Outlook, and Corporate Events
- 2017 Annual Meeting: The company expects to hold its 2017 Annual Meeting of Stockholders on May 12, 2017.
- Stockholder Proposals (Rule 14a-8): Proposals for inclusion in proxy materials must be received by the Secretary no later than the close of business on January 13, 2017.
- Stockholder Proposals (Outside Rule 14a-8): Proposals intended for consideration at the meeting must be received between the close of business on January 12, 2017, and February 11, 2017.
Key Facts for Investor Verification
- Verify the effective date of the new severance plan (January 1, 2017) and its applicability to current executive agreements.
- Confirm the specific definitions of "good reason" and "change in control" within the full text of the adopted plan.
- Note the deadlines for submitting stockholder proposals for the May 12, 2017, Annual Meeting.
- Observe the explicit exclusion of excise tax gross-up payments in the new severance structure.