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EGL > SEC Filings for EGL > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for ENGILITY HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENGILITY HOLDINGS, INC.


28-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vot


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan

On May 23, 2013, Engility Holdings, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders approved an amendment and restatement of the Engility Holdings, Inc. 2012 Cash Incentive Plan (as amended, the "Amended and Restated Cash Incentive Plan"). A description of the material terms and conditions of the Amended and Restated Cash Incentive Plan is set forth on pages 55-58 of the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2013 (the "Proxy Statement"). The description, a copy of which is filed as Exhibit 10.1 hereto, is incorporated herein by reference. The description of the Amended and Restated Cash Incentive Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Cash Incentive Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Approval of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan

At the Annual Meeting, the Company's stockholders also approved an amendment and restatement of the Engility Holdings, Inc. 2012 Long Term Performance Plan (as amended, the "Amended and Restated LTPP"). A description of the material terms and conditions of the Amended and Restated LTPP is set forth on pages 59-67 of the Proxy Statement. The description, a copy of which is filed as Exhibit 10.3 hereto, is incorporated herein by reference. The description of the Amended and Restated LTPP incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated LTPP, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.



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

On May 23, 2013, the Company held the Annual Meeting at the Ritz Carlton Hotel in McLean, Virginia. A total of 13,984,106 shares of the Company's common stock, out of a total of 17,143,823 shares of the Company's common stock outstanding and entitled to vote, were present in person or represented by proxies. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1 - Election of Directors

The following directors were elected to the Company's Board of Directors to
serve as directors until the Company's 2016 Annual Meeting of Stockholders and
until their respective successors are duly elected and qualified:



                           Votes For        Votes Withheld       Broker Non-Votes
       Darryll J. Pines     11,982,200              270,283              1,731,623
       William G. Tobin     12,019,147              233,336              1,731,623

Proposal 2 - Ratification of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified.

Votes For Votes Against Votes Abstained Broker Non-Votes 13,884,277 77,343 22,486 N/A


Proposal 3 - Advisory Vote on Executive Compensation

The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement.

Votes For Votes Against Votes Abstained Broker Non-Votes 11,994,486 252,525 55,472 1,731,623

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The Company's stockholders voted for one year with respect to the frequency with which the Company's stockholders are provided a non-binding, advisory vote on the compensation paid to the Company's named executive officers.

1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 11,569,321 67,080 567,868 48,214 1,731,623

The Company will file an amendment to this Current Report on Form 8-K to report the Company's decision regarding the frequency of future non-binding, advisory votes on the compensation of the Company's named executive officers.

Proposal 5 - Approval of the Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan

The Amended and Restated Cash Incentive Plan was approved.

Votes For Votes Against Votes Abstained Broker Non-Votes 11,808,909 396,902 46,672 1,731,623

Proposal 6 - Approval of the Engility Holdings, Inc. Amended and Restated 2012 Long Term Performance Plan

The Amended and Restated LTPP was approved.

Votes For Votes Against Votes Abstained Broker Non-Votes 11,489,699 718,077 44,707 1,731,623



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Description of the Engility Holdings, Inc. Amended and Restated 2012
             Cash Incentive Plan

10.2         Engility Holdings, Inc. Amended and Restated 2012 Cash Incentive Plan

10.3         Description of the Engility Holdings, Inc. Amended and Restated 2012
             Long Term Performance Plan

10.4         Engility Holdings, Inc. Amended and Restated 2012 Long Term
             Performance Plan


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