8-K

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)

December 5, 2022

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

(757) 380-2000

(Registrant’s telephone number, including area code)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

(d)

On December 5, 2022, the Board of Directors (the “Board”) of Huntington Ingalls Industries, Inc. (the “Company”) elected Leo P. Denault as a member of the Board, effective immediately, with a term expiring at the 2023 annual meeting of stockholders. The Board has also appointed Mr. Denault to serve on its Audit Committee and Finance Committee, effective immediately.

Mr. Denault has served as the Executive Chairman of the Board of Directors of Entergy Corporation since November 2022. From February 2013 until he assumed his current position, Mr. Denault served as Chairman of the Board and Chief Executive Officer of Entergy Corporation. From February 2004 until January 2013, he served as Executive Vice President and Chief Financial Officer of Entergy Corporation. Mr. Denault served as Vice President, Corporate Development for Entergy Corporation from March 1999 until February 2004. Prior to that, he was Vice President, Corporate Development for Cinergy Corporation (now Duke Energy).

Mr. Denault currently serves on the board of directors of Edison Electric Institute, The Institute of Nuclear Power Operators and the Atlanta Center Regional Governing Board of the World Association of Nuclear Operators. He also serves on the board of directors of Jobs for America’s Graduates.

Mr. Denault received a B.S. from Ball State University and a M.B.A. from Indiana University.

Mr. Denault will be entitled to receive compensation under the Company’s non-employee director compensation program, as described in the section titled “Director Compensation” in the Company’s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 21, 2022. In addition, the Company and Mr. Denault will enter into the Company’s standard form of indemnification agreement. The Company will agree to indemnify Mr. Denault against liability, subject to certain limitations, arising out of his performance of his duties as a director. In addition, the Company will agree, subject to certain limitations, to advance expenses Mr. Denault may incur as a result of any proceeding against him for which he would be entitled to indemnity.

A copy of the Company’s press release announcing Mr. Denault’s election is attached hereto as Exhibit 99.1.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

HII ELECTS LEO DENAULT TO BOARD OF DIRECTORS

NEWPORT NEWS, Va., (Dec. 9, 2022) – HII (NYSE:HII) announced today that current executive chairman and former chief executive officer of Entergy Corporation Leo Denault was elected to the company’s board of directors, effective December 5, 2022.

Denault has 40-years of experience in the power industry. He joined Entergy in 1999, serving initially as vice president of corporate development and then 5 years later as executive vice president and chief financial officer, before becoming CEO in 2013. He also served 18 years at Cinergy Corporation (known today as Duke Energy) in varying positions of responsibility culminating as vice president of the company.

“We are very pleased to welcome Leo to the board of HII,” said Kirk Donald, chairman of the board of HII. “He is a leader in the nation’s power business and brings significant strategic experiences to the HII team. He has a deep understanding of electrical and nuclear power generation, transmission and distribution as well as the regulatory requirements to protect these national resources. I look forward to having him join our team of directors.”

As CEO of Entergy Denault led the transformation of the company into a premier utility and one of the nation’s cleanest energy companies. In addition to being one of two companies currently building nuclear-powered naval vessels in the U.S., HII supports the Department of Energy’s national security mission through the management and operation of its sites, and the safe cleanup of legacy sites across the country.

Denault currently serves on the boards of directors of Jobs for America’s Graduates, the Edison Electric Institute, the Institute of Nuclear Power Operators, and the World Association of Nuclear Operators Atlanta Centre.

Denault received a Bachelor of Science degree in economics and accounting from Ball State University. He also received a Master of Business Administration in finance from Indiana University.

About HII

HII is a global, all-domain defense partner, building and delivering the world’s most powerful, survivable naval ships and technologies that safeguard our seas, sky, land, space and cyber.

As America’s largest shipbuilder and with a more than 135-year history of advancing U.S. national defense, we are united by our mission in service of the heroes who protect our freedom. HII’s diverse workforce includes skilled tradespeople; artificial intelligence, machine learning (AI/ML) experts; engineers; technologists; scientists; logistics experts; and business professionals. Headquartered in Virginia, HII’s workforce is 43,000 strong. For more information, visit: