False000104952100010495212024-10-232024-10-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 23, 2024
Mercury Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Massachusetts001-4119404-2741391
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
50 Minuteman Road, Andover,Massachusetts01810
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (978) 256-1300
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 (see General Instruction A.2. below):
 
☐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.  ☐

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 $0.01
MRCY
Nasdaq Global Select Market
    1
    
  

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

At the Company’s Annual Meeting of Shareholders held on October 23, 2024 (the “Annual Meeting”), Orlando P. Carvalho, Barry R. Nearhos, and Debora A. Plunkett were elected as Class III Directors for a three-year term ending in 2027.

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

The final voting results for the Annual Meeting are as follows:

1: To elect three Class III directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:

Director NomineeForWithheldNon-VotesUncast
Orlando P. Carvalho51,733,4292,268,9142,180,7630
Barry R. Nearhos49,287,8404,714,5032,180,7630
Debora A. Plunkett51,753,4142,248,9292,180,7630

2: To approve, on an advisory basis, the compensation of the Company’s named executive officers:

For:38,372,223
Against:15,351,270
Abstain:278,850
Non-Votes:2,180,763
Uncast0

3: To approve the Company’s 2024 Employee Stock Purchase Plan:

For:53,871,056
Against:116,252
Abstain:15,035
Non-Votes:2,180,763
Uncast0

4: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025:

For:55,759,712
Against:385,979
Abstain:37,415
Non-Votes:0
Uncast0

Item 8.01 Other Events.

On October 23, 2024, in connection with the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William L. Ballhaus as Chairman of the Board, Barry R. Nearhos as Lead Independent
2
  

Director, and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:

Audit Committee: Barry R. Nearhos, Chair; Gerard J. DeMuro; Lisa S. Disbrow; and Debora A. Plunkett

Government Relations Committee: Lisa S. Disbrow, Chair; Gerard J. DeMuro; Roger A. Krone; and Debora A. Plunkett

Human Capital and Compensation Committee: Howard L. Lance, Chair; Orlando P. Carvalho; Lisa S. Disbrow; and Scott Ostfeld

M&A and Finance Committee: Orlando P. Carvalho, Chair; Roger A. Krone; Howard L. Lance; and Scott Ostfeld

Nominating and Governance Committee: Barry R. Nearhos, Chair; Orlando P. Carvalho; Roger A. Krone; and Howard L. Lance
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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 thereunto duly authorized.

Dated: October 28, 2024MERCURY SYSTEMS, INC.
By:/s/ Stuart H. Kupinsky
Stuart H. Kupinsky
Executive Vice President, Chief Legal Officer, and Corporate Secretary

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v3.24.3
Cover
Oct. 23, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Oct. 23, 2024
Entity Registrant Name Mercury Systems, Inc.
Entity Incorporation, State or Country Code MA
Entity File Number 001-41194
Entity Tax Identification Number 04-2741391
Entity Address, Address Line One 50 Minuteman Road,
Entity Address, City or Town Andover,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01810
City Area Code 978
Local Phone Number 256-1300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol MRCY
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001049521
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