Form 8-K KEYW HOLDING CORP For: Nov 09
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E-mailUNITED 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): November 9, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
On November 9, 2016, the Board of Directors (the “Board”) of The KEYW Holding Corporation (the “Company”) announced that John Hannon resigned from the Board and elected Shephard Hill to the Board effective November 9, 2016. Mr. Hill will also be a member of the Audit Committee and Compensation Committee of the Board.
A copy of the Company’s press release announcing Mr. Hannon’s resignation and Mr. Hill’s election is attached as Exhibit 99.1 to this Current Report.
Item 9.01 | Financial Statements and Exhibits | |
Exhibit Number | Description | |
99.1 | Press Release, dated November 9, 2016, announcing the resignation of John Hannon and the election of Shephard Hill to the Board of Directors of the Company. | |
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 Luci, Jr. | |
DATE: November 23, 2016 | Philip Luci, Jr. |
General Counsel | |
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release, dated November 9, 2016, announcing the resignation of John Hannon and the election of Shephard Hill to the Board of Directors of the Company. | |
Exhibit 99.1 | ||
Contact: | ||
Chris Donaghey | Heather Williams | |
Investor Relations | Corporate Media Relations | |
443.733.1600 | 443.733.1613 | |
John Hannon to Resign as Member of KeyW's Board of Directors; Shephard Hill Elected to Succeed Hannon
HANOVER, Md., Nov. 09, 2016 (GLOBE NEWSWIRE) -- The KeyW Holding Corporation (NASDQ: KEYW), today announced that John Hannon will resign as a member of its board of directors, effective with the company's quarterly board meeting on Nov. 9, 2016. Shephard (Shep) Hill will succeed him.
"Having served on the board since KeyW's inception in 2008, I'm pleased with the strategic path the company is on," said Hannon. "We've accomplished a great deal in the past eight years, and it's the right time to transition as KeyW prepares for its next phase of growth."
Hill is former president of Boeing International and senior vice president of Business Development and Strategy for The Boeing Company. He also served as company officer, executive council member and vice president of Business Development of Defense, Space and Security at Boeing.
"I look forward to working with Shep," said Bill Weber, KeyW president and CEO. "His hands-on experience in developing and implementing strategies for driving growth and nurturing new business specifically aligns with our plan to expand business in the Intelligence, Cyber and Counterterrorism communities. I want to thank John for his leadership and vision for KeyW's growth. He's been a valuable member of the board and instrumental in building our strong foundation."
"The challenges facing our intelligence, cyber and counterterrorism communities are significant and evolving," said Hill. "KeyW has the team, technology and customer mission focus to provide unique solutions to meet these challenges. I am excited for the opportunity to work with KeyW's excellent executive team and to be part of the company's impressive and accomplished Board of Directors."
Shep will serve as a member of both the Audit and Compensation Committees.
About KeyW
KeyW is a total solutions provider for the Intelligence, Cyber and Counterterrorism Communities' toughest challenges. We support the collection, processing, analysis and dissemination of information across the full spectrum of their missions. We employ and challenge more than 1,000 of the most talented professionals in the industry with solving such complex problems as preventing cyber threats, transforming data into intelligence and combating global terrorism. For more information, visit us at www.keywcorp.com.
Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to: statements about our future expectations, plans and prospects; statements regarding our strategies, plans, and operations; and other statements containing the words "estimates," "believes," "anticipates," "plans," "expects," "will,"
"potential," "opportunities," and similar expressions. Our actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements. These statements involve numerous risks and uncertainties, including but not limited to those risk factors set forth in our Annual Report on Form 10-K, dated and filed March 15, 2016 with the Securities and Exchange Commission (SEC) as required under the Securities Act of 1934, and other filings that we make with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. KeyW is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
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