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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): March 12, 2020
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 (see General Instruction A.2. below):
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2020, the board of directors (the “Board”) of Perspecta Inc. (the “Company”) appointed Ms. Betty J. Sapp as a director, effective May 1, 2020. Ms. Sapp will serve on the Board until the Company’s 2020 annual meeting of shareholders and until her successor is duly elected and qualified. The Board has affirmatively determined that Ms. Sapp is independent under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.

Ms. Sapp will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual retainer of $75,000, an annual equity grant valued at $135,000 on the date of grant and any applicable retainers for committee service. Upon joining the Board, Ms. Sapp will receive a pro rata portion of the 2020 annual equity grant and Board and applicable committee retainers.

There are no related party transactions involving Ms. Sapp and the Company. There is no arrangement or understanding between Ms. Sapp and any other person pursuant to which she was selected as a director. In addition, Ms. Sapp has not been employed at the Company or any of its subsidiaries.

Ms. Sapp retired as the 18th director of the National Reconnaissance Office (NRO), a joint Department of Defense-Intelligence Community organization, in June 2019.  Ms. Sapp joined the NRO in 1997 and was named the first woman to serve as director of the NRO in 2012. Ms. Sapp served in a variety of strategic leadership roles at the NRO and within the U.S. government, including deputy under secretary of Defense for Intelligence. Before joining the NRO, Ms. Sapp served in the United States Air Force for 17 years in various acquisition and financial management positions on space and satellite programs. Ms. Sapp currently serves on the board of directors of Ball Corporation and The Charles Stark Draper Laboratory, Inc.

In connection with the appointment of Ms. Sapp to the Board, the Board has increased the size of the Board to 11 directors, effective May 1, 2020.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release issued March 16, 2020 announcing the appointment of Ms. Sapp to the Board has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Description of Exhibit
99.1







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:
March 16, 2020
By:
/s/ James L. Gallagher
 
 
Name:
James L. Gallagher
 
 
Title:
General Counsel and Secretary



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Section 2: EX-99.1 (PRESS RELEASE FOR NEW DIRECTOR, DATED MARCH 16, 2020)

Exhibit


Exhibit 99.1

403309505_perslogopriblutmrgba29.jpg
FOR IMMEDIATE RELEASE

Perspecta appoints Betty Sapp to its board of directors

Chantilly, Va.- March 16, 2020-Perspecta Inc. (NYSE: PRSP), a leading U.S. government services provider, announced today that its board has appointed Betty J. Sapp to the Perspecta Board of Directors effective May 1, 2020.
Sapp retired as the director of the National Reconnaissance Office (NRO), a joint Department of Defense-Intelligence Community organization. She was the first woman to be named director of the NRO and served in this role from July 2012 through June 2019.
“I look forward to welcoming Betty Sapp to our board of directors,” said Mike Lawrie, chairman of the Perspecta Board of Directors. “Betty brings invaluable experience and unique insight based on her years of leadership within the Department of Defense and Intelligence Community that make her a fitting and impressive addition to our board.”
After a 17-year career in the United States Air Force, serving in various acquisition and financial management positions on air and space programs, Sapp joined the Central Intelligence Agency (CIA) in 1997. There, she was assigned to the NRO where she served in a variety of senior management positions. Sapp was later appointed Deputy Under Secretary of Defense for Portfolio, Programs and Resources in the Office of the Under Secretary of Defense of Intelligence in 2007 and served in various strategic leadership roles within the U.S. government before being appointed as director of the NRO. Sapp holds a Bachelor of Arts and a Master’s of Business Administration both from the University of Missouri.
“Betty brings a wealth of knowledge to the Perspecta team, not only from her experience in the Intelligence Community, but also from her nearly two decades of active duty service in the Air Force,” said Mac Curtis, president and chief executive officer, Perspecta. “I am confident she will provide valuable guidance as a well-rounded leader who clearly understands our strategic mission focus.”
Additionally, Sapp currently serves on the board of directors of Ball Corporation and The Charles Stark Draper Laboratory, Inc.
About Perspecta Inc.
At Perspecta (NYSE: PRSP), we question, we seek and we solve. Perspecta brings a diverse set of capabilities to our U.S. government customers in defense, intelligence, civilian, health care and state and local markets. Our 270+ issued, licensed and pending patents are more than just pieces of paper, they tell the story of our innovation. With offerings in mission services, digital transformation and enterprise operations, our team of 14,000 engineers, analysts, investigators and architects work tirelessly to not only execute the mission, but build and support the backbone that enables it. Perspecta was formed to take on big challenges. We are an engine for growth and success and we enable our customers to build a better nation. For more information about Perspecta, visit perspecta.com.
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This press release may contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Perspecta and are subject to significant risks and uncertainty. Readers are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Perspecta undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Perspecta believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve a variety of risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements.

Contact:

Lorraine M. Corcoran
Vice President, Corporate Communications
571.313.6054 office
301.529.9429 mobile
[email protected]

Michael Pici
Vice President, Investor Relations
571.612.7065 office
[email protected]







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