Form 8-K KEYW HOLDING CORP For: May 18

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 18, 2016

 

THE KEYW HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Maryland (State or other jurisdiction of incorporation)

001-34891 (Commission File Number)

27-1594952 (IRS Employer Identification No.)

 

7740 Milestone Parkway, Suite 400

Hanover, Maryland 21076

(Address of principal executive offices) (Zip Code)

 

(443) 733-1600

(Registrant's 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 (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))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders (the “Annual Meeting”) of The KEYW Holding Corporation (“KEYW” or the “Company”) was held on May 18, 2016. Of the 39,881,064 shares of common stock eligible to vote at the Annual Meeting, 36,814,809 shares were represented in person or by proxy, representing approximately 92.31% of the outstanding shares. At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:

 

1.

Election of Directors – to serve until the next Annual Meeting and until their successors are duly elected and qualified.

 

NOMINEE		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Deborah Bonanni		30,100,047		186,400		54,298		6,474,064
William Campbell		29,875,354		274,097		191,294		6,474,064
John Hannon		29,882,097		413,595		45,053		6,474,064
Chris Inglis		30,230,218		65,162		45,365		6,474,064
Kenneth Minihan		30,066,359		198,167		76,219		6,474,064
Arthur Money		29,891,439		405,337		43,969		6,474,064
Caroline Pisano		30,049,647		241,045		50,053		6,474,064
Mark Sopp		30,087,617		206,175		46,953		6,474,064
William Weber		30,225,998		69,288		45,459		6,474,064

 

2.

Ratification of the Appointment of Grant Thornton, LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2016.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
36,727,957		45,291		41,561		0

 

3. Approval of a one-time Stock Option Exchange Program for eligible employees.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
25,270,650		5,009,713		60,382		6,474,064

 

4.

Approval, on a Non-Binding Advisory Basis, the Compensation of the Company’s Named Executive Officers.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
24,001,376		6,298,481		40,888		6,474,064

 

 

 

  

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.

 

 

	THE KEYW HOLDING CORPORATION
	(Registrant)
	/s/ Philip L. Calamia
DATE:  May 19, 2016	Philip L. Calamia
	Chief Financial Officer

 

 

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