8-K
Leidos Holdings, Inc. (LDOS)
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): October 15, 2020
| LEIDOS HOLDINGS, INC. | |||||||
|---|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Delaware | 001-33072 | 20-3562868 | ||||
| --- | --- | --- | --- | --- | |||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||
| 1750 Presidents Street, | Reston, | Virginia | 20190 | ||||
| (Address of principal executive office) | (Zip Code) |
(571) 526-6000
(Registrants' 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:
| ☐ | 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, par value $.0001 per share | LDOS | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2020, Lawrence C. Nussdorf informed Leidos Holdings, Inc. (the "Company") that he will resign as a member of the Board of Directors of the Company for medical reasons, effective the same day. Mr. Nussdorf's decision to resign was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company's press release announcing Mr. Nussdorf's resignation is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are attached with this report:
| Exhibit 99.1 | Press Release, dated October 20, 2020 |
|---|---|
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in InLine XBRL and contained in Exhibit 101. |
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.
| Dated: October 20, 2020 | LEIDOS HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Benjamin A. Winter | |
| Benjamin A. Winter | ||
| Senior Vice President and Corporate Secretary |
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
LEIDOS HONORS LAWRENCE C. NUSSDORF FOR A DECADE OF BOARD SERVICE, CONTRIBUTIONS TO COMPANY
RESTON, Va., Oct. 20, 2020 – Leidos (NYSE: LDOS) today announced that Lawrence C. Nussdorf has stepped down from the company's Board of Directors for medical reasons, effective Thursday, October 15, 2020.
Nussdorf served on the company’s board since 2010, including as lead outside director from June of 2012 to May of 2018.
His expertise in all aspects of financial, investment and legal activities helped guide the company’s business strategies for growth and diversification. During his tenure, he oversaw two CEO successions, as well as the company’s successful transition into two separate, publicly-traded companies in 2013—Leidos and Science Applications International Corporation. Nussdorf was also instrumental in several key acquisitions for the company, including the large-scale merger of Leidos with Lockheed Martin's Information Systems & Global Solutions (IS&GS) business in a Reverse Morris Trust transaction in 2016. He also mentored and inspired countless executives and employees.
“On behalf of the Leidos Board of Directors and our 38,000 employees worldwide, I want to thank Larry for guiding our company so strongly into the future," said Leidos Chairman and Chief Executive Officer Roger Krone. "His legacy of excellence, leadership and service over the past decade sets a standard we can all aspire to. Because of Larry’s many contributions, we will continue to grow and endure as a global science and technology leader for another 50 years. I will be forever thankful for his counsel, mentorship and friendship – he is in our thoughts as he cares for his health with the support of his family and friends.”
In a letter to Krone, Nussdorf said Monday, “The Company, its officers and its employees have worked tirelessly to achieve our shared goals, with the kind of integrity that is the hallmark of a great company. I sincerely value the opportunity to have served on Leidos’ Board of Directors and I will look back on these last ten years with appreciation for the experience of collaborating with the dedicated and talented individuals who served with me. I wish you and the Company continued success as you move forward to even greater accomplishments.”
About Leidos
Leidos is a Fortune 500^®^ information technology, engineering, and science solutions and services leader working to solve the world’s toughest challenges in the defense, intelligence, homeland security, civil, and health markets. The company’s 38,000 employees support vital missions for government and commercial customers. Headquartered in Reston, Va., Leidos reported annual revenues of approximately $11.09 billion for the fiscal year ended January 3, 2020. For more information, visit www.Leidos.com.
.
Contact: Melissa Dueñas (571) 526-6850
Duenasml@leidos.com