8-K
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): December 21, 2015
THE KEYW HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) | | 001-34891 (Commission File Number) | | 27-1594952 (IRS Employer Identification No.) |
7740 Milestone Parkway, Suite 400
Hanover, Maryland 21076
(Address of principal executive offices) (Zip Code)
(443) 733-1600
(Registrant's 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:
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| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 21, 2015, in accordance with the applicable provisions of the respective employment agreements, each dated as of June 6, 2010, between The KEYW Corporation (the “Company”) and each of Mark A. Willard and Kimberly J. DeChello (each an “Executive”), (each agreement, as amended, an “Employment Agreement”), the Company provided notice that the terms of each Employment Agreement would not be extended beyond the existing term ending February 28, 2017. The Employment Agreements will continue in effect until February 28, 2017 unless otherwise terminated in accordance with the terms of such agreements. The Company is currently undergoing an effort to standardize the form of its key executive and senior management agreements, and intends to enter into discussions with the Executives and other executive officers of the Company with respect to new executive employment agreements in the next several months.
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.
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| THE KEYW HOLDING CORPORATION |
| (Registrant) |
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| /s/ Philip L. Calamia |
DATE: December 28, 2015 | Philip L. Calamia |
| Executive Vice President and Chief Financial Officer |