8-K
Amentum Holdings, Inc. (AMTM)
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 5, 2025
Amentum Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42176 | 99-0622272 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
4800 Westfields Blvd., Suite #400
Chantilly, Virginia 20151
(703) 579-0410
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K 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 | AMTM | 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
The Annual Meeting of Stockholders of Amentum Holdings, Inc. (“Amentum” or the “Company”) was held on
March 5, 2025 (the “Annual Meeting”). At the annual meeting, Amentum’s stockholders voted on the following four
proposals and cast their votes as described below.
1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until
the next annual meeting of shareholders and until their respective successors are elected:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Steven J. Demetriou | 186,791,196 | 2,819,132 | 95,121 | 12,678,253 |
| John Heller | 189,332,033 | 236,411 | 137,005 | 12,678,253 |
| Benjamin Dickson | 189,464,233 | 119,135 | 122,081 | 12,678,253 |
| Vincent K. Brooks | 188,044,770 | 1,515,482 | 145,197 | 12,678,253 |
| Ralph E. Eberhart | 189,421,202 | 138,593 | 145,654 | 12,678,253 |
| Alan E. Goldberg | 189,456,346 | 135,321 | 113,782 | 12,678,253 |
| S. Leslie Ireland | 189,456,970 | 99,405 | 149,074 | 12,678,253 |
| Barbara L. Loughran | 188,919,466 | 637,278 | 148,705 | 12,678,253 |
| Sandra E. Rowland | 189,486,108 | 63,082 | 156,259 | 12,678,253 |
| Christopher M.T. Thompson | 189,429,693 | 130,980 | 144,776 | 12,678,253 |
| Russell Triedman | 187,676,832 | 1,911,116 | 117,501 | 12,678,253 |
| John Vollmer | 189,514,135 | 79,395 | 111,919 | 12,678,253 |
| Connor Wentzell | 187,668,480 | 1,915,978 | 120,991 | 12,678,253 |
2.A management proposal to ratify the appointment of Ernst & Young LLP as Amentum’s independent
registered public accounting firm for fiscal year 2025 was approved.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 201,979,023 | 239,957 | 164,722 | — |
3.An advisory resolution to approve the Company’s named executive officer compensation for fiscal year
2024 was approved.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|
| 188,654,754 | 592,985 | 457,710 | 12,678,253 |
4.An advisory resolution that the frequency of the advisory vote on the Company’s named executive officer
compensation should be one year was approved.
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Votes Abstained | Broker Non-Votes |
|---|---|---|---|---|
| 188,393,843 | 43,551 | 1,175,629 | 92,426 | 12,678,253 |
The Company is required to provide stockholders with the opportunity to cast a non-binding advisory vote on the
frequency of stockholder votes on the compensation of the Company’s named executive officers at least once every
six calendar years. In light of the vote at the Annual Meeting, the Company has determined that it will hold an
annual advisory vote on the compensation of the Company’s named executive officers until the next required
advisory vote on the frequency of such vote, which will occur no later than the Company’s Annual Meeting of
Stockholders in 2031.
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.
| AMENTUM HOLDINGS, INC. | |||
|---|---|---|---|
| Date: March 7, 2025 | By: | /s/ Paul W. Cobb, Jr. | |
| Name: | Paul W. Cobb, Jr. | ||
| Title: | Secretary |