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Section 1: 8-K (FORM 8-K)

Document
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): August 13, 2019
PERSPECTA INC.
(Exact name of registrant as specified in its charter)
Nevada
 
001-38395
 
82-3141520
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
15052 Conference Center Drive
 
 
Chantilly, Virginia
 
20151
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: 571-313-6000
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, $0.01 par value per share
PRSP
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 5.07 Submission of Matters to a Vote of Security Holders.

Perspecta Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on August 13, 2019. At the Annual Meeting, the Company’s shareholders voted on four proposals. The final voting results for each proposal are set forth below.

Proposal One: Shareholders elected the following directors to hold office until the 2020 Annual Meeting of Shareholders or until their respective successors are elected and qualified:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Sanju K. Bansal
 
136,233,777
 
811,699
 
87,076
 
10,221,953
Sondra L. Barbour
 
136,257,867
 
795,005
 
79,680
 
10,221,953
John M. Curtis
 
136,950,564
 
95,420
 
86,568
 
10,221,953
Lisa S. Disbrow
 
136,971,414
 
80,060
 
81,078
 
10,221,953
Glenn A. Eisenberg
 
120,405,606
 
16,638,955
 
87,991
 
10,221,953
Pamela O. Kimmet
 
136,941,354
 
105,622
 
85,576
 
10,221,953
J. Michael Lawrie
 
133,267,984
 
3,779,629
 
84,939
 
10,221,953
Ramzi M. Musallam
 
136,944,415
 
100,314
 
87,823
 
10,221,953
Philip O. Nolan
 
136,248,050
 
795,742
 
88,760
 
10,221,953
Michael E. Ventling
 
136,959,737
 
85,346
 
87,469
 
10,221,953

Proposal Two: Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
147,076,583
 
145,458
 
132,464
 
N/A

Proposal Three: Shareholders approved, on a non-binding, advisory basis, the Company’s named executive officer compensation:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
131,806,398
 
4,896,437
 
429,717
 
10,221,953

Proposal Four: Shareholders voted, on a non-binding, advisory basis, on the frequency of holding future non-binding, advisory votes to approve the Company’s named executive officer compensation:
 
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Votes
 
134,246,109
 
54,486
 
2,691,424
 
140,533
 
10,221,953

In accordance with the recommendation of the Board of Directors and the voting results on this advisory proposal, the Company will hold an annual vote to approve, on a non-binding, advisory basis, the Company’s named executive officer compensation.







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 hereunto duly authorized.  
 
 
 
 
 
 
 
 
 
 
 
 
 
PERSPECTA INC.
 
 
 
 
Dated: August 14, 2019
 
 
 
By:
 
/s/ James L. Gallagher
 
 
 
 
Name:
 
James L. Gallagher
 
 
 
 
Title:
 
General Counsel and Secretary



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