8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 5, 2024

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HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-34910	90-0607005
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4101 Washington Avenue
Newport News	Virginia	23607
(Address of principal executive offices)		(Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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	HII	New York Stock Exchange

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:

☐	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))
---	---

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 November 5, 2024, Kara R. Wilkinson was elected by the Board of Directors of Huntington Ingalls Industries, Inc. (the "Company") to serve as Executive Vice President and President, Newport News Shipbuilding, effective January 1, 2025, concurrent with the retirement of Jennifer R. Boykin from that position, effective January 1, 2025. Ms. Wilkinson currently serves as Executive Vice President and President, Ingalls Shipbuilding. In connection with Ms. Wilkinson’s election, the Compensation Committee of the Company’s Board of Directors approved an increase in Ms. Wilkinson’s annual base salary from $545,000 to $625,000, effective January 1, 2025. Except for the foregoing change to Ms. Wilkinson’s base salary, Ms. Wilkinson’s compensation arrangements will remain substantially the same. For additional discussion of Ms. Wilkinson’s compensation, please refer to the discussion under the heading “Compensation Discussion and Analysis” in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 19, 2024.

Item 8.01.	Other Events.

On November 5, 2024, Brian D. Blanchette was elected by the Company’s Board of Directors to succeed Ms. Wilkinson as Executive Vice President and President, Ingalls Shipbuilding, effective January 1, 2025. Mr. Blanchette currently serves as Vice President, Quality and Engineering, Ingalls Shipbuilding.

A copy of the Company’s press release announcing the retirement of Ms. Boykin and the elections of Ms. Wilkinson and Mr. Blanchette is attached hereto as Exhibit 99.1.

Item 9.01.	Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1	Press Release dated November 6, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	HUNTINGTON INGALLS INDUSTRIES, INC.
November 7, 2024	By:	/s/ Charles R. Monroe
		Charles R. Monroe, Jr.
		Corporate Vice President, Associate General Counsel and Secretary

Document

Exhibit 99.1<br><br><br><br><br><br>NEWS RELEASE

Contacts:

Danny Hernandez

Danny.J.Hernandez@hii-co.com

(202) 264-7143

HII Names Kari Wilkinson to Lead Newport News Shipbuilding

Jennifer Boykin to Retire; Brian Blanchette to Lead Ingalls Shipbuilding

NEWPORT NEWS, Va., (Nov 6, 2024) — HII (NYSE: HII), the nation’s largest military shipbuilder, announced today that its Board of Directors has elected Kari Wilkinson to serve as president of the company’s Newport News Shipbuilding (NNS) division, effective January 1, 2025. She will succeed Jennifer Boykin, who is retiring from her position at year’s end after 37 years with the company.

The president of NNS, which is HII’s largest division, oversees more than 26,000 shipbuilders who design, build, and maintain the world’s most complex ships: nuclear-powered aircraft carriers and nuclear-powered submarines.

“I have asked Jennifer to stay on in an advisory capacity through March to support a seamless transition to Kari,” said HII CEO and President Chris Kastner. “You will not find a more loyal advocate than Jennifer for her shipbuilders and the Hampton Roads community. Kari’s leadership has steered Ingalls Shipbuilding into its next phase of growth, having secured serial production contracts for both the destroyer and amphibious ship programs. She is a tremendous leader and now brings her great energy and expertise to Newport News.”

Wilkinson becomes the 21st president of NNS, which was founded in 1886. She has served as president of HII’s Ingalls Shipbuilding division since 2021, where she has overseen the U.S. Navy’s amphibious assault and surface combatant ship programs, and the division’s 11,000 shipbuilders. The two shipyards make HII the largest industrial employer in both Virginia and Mississippi.

"Leading shipbuilders in the critical work we do for the nation has been and will continue to be the greatest honor of my life,” said Wilkinson. “I join the Newport News team with deep respect for its nuclear culture, commitment to safety, and an exceptional legacy further strengthened by Jennifer and the NNS team. I am fully committed to advancing our mission in support of our Sailors, their families, and for all of us who depend on them for freedom and security.”

Under Wilkinson’s leadership Ingalls Shipbuilding secured the recent $9.6 billion multi-ship procurement contract for construction of three San Antonio-class (LPD 17)

Exhibit 99.1

amphibious ships, and contract modification for the next America-class (LHA 6) large-deck amphibious ship.

Elected to succeed Kari as executive vice president of HII and president of Ingalls Shipbuilding, overseeing all programs and operations, is Brian Blanchette, who has served as vice president of quality and engineering at Ingalls since May 2021. Blanchette joined Ingalls in 1996 and has served in a range of roles including in technical and design engineering, program management and business development.

“I am honored and humbled by the opportunity to lead Ingalls Shipbuilding and its dedicated shipbuilders,” said Blanchette. “Throughout my 28-year career at Ingalls, I’ve had the privilege of working with and learning from remarkable people at every level. My focus will be to build on my predecessors’ success, particularly Kari’s, and to carry forward our strong shipbuilding legacy and honor our commitment to our nation by delivering the quality ships our service members depend on.”

Jennifer Boykin will retire from HII having steered its largest division through a period of remarkable growth and change. Highlights of Boykin’s legacy include:

•Widely credited for leadership and continuous production through the COVID-19 pandemic;

•Led the transformation from digital design to digital construction first on Enterprise (CVN 80) and for the Columbia-class submarine program;

•Guided the company’s achievement of the first two-ship aircraft carrier procurement in over 30 years for Enterprise (CVN 80) and Doris Miller (CVN 81);

•Secured with our teaming partner the largest shipbuilding contract in U.S. Navy history for Virginia-class submarines;

•Known throughout Hampton Roads for her deep community engagement and commitment to diversity within the workforce and leadership team.

About HII

HII is a global, all-domain defense provider. HII’s mission is to deliver the world’s most powerful ships and all-domain solutions in service of the nation, creating the advantage for our customers to protect peace and freedom around the world.

As the nation’s largest military shipbuilder, and with a more than 135-year history of advancing U.S. national security, HII delivers critical capabilities extending from ships to unmanned systems, cyber, ISR, AI/ML and synthetic training. Headquartered in Virginia, HII’s workforce is 44,000 strong. For more information, visit:

•HII on the web: https://www.HII.com/

•HII on Facebook: https://www.facebook.com/TeamHII

•HII on X: https://www.twitter.com/WeAreHII

•HII on Instagram: https://www.instagram.com/WeAreHII