Document


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): May 10, 2018
 
THE KeyW HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
 
 
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 (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))





Item 5.07
 
Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders (the “Annual Meeting”) of The KeyW Holding Corporation (“KeyW” or the “Company”) was held on May 10, 2018. Of the 49,874,455 shares of common stock eligible to vote at the Annual Meeting, 45,748,073 shares were represented in person or by proxy, representing approximately 91.72% of the outstanding shares. At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:

1.
Election of Directors - to serve until the next Annual Meeting and until their successors are duly elected and qualified.

NOMINEE
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
Deborah Bonanni
 
38,698,468

 
218,149

 
28,934

 
6,802,522

William Campbell
 
38,747,398

 
175,792

 
22,361

 
6,802,522

Shephard Hill
 
33,557,083

 
5,368,924

 
19,544

 
6,802,522

Chris Inglis
 
38,719,970

 
210,172

 
15,409

 
6,802,522

Kenneth Minihan
 
38,713,520

 
216,120

 
15,911

 
6,802,522

Arthur Money
 
33,410,773

 
5,520,026

 
14,752

 
6,802,522

Caroline Pisano
 
33,558,749

 
5,370,725

 
16,077

 
6,802,522

Mark Sopp
 
33,547,680

 
5,378,732

 
19,139

 
6,802,522

William Weber
 
38,749,600

 
177,967

 
17,984

 
6,802,522


2.
Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2018.

FOR
 
AGAINST
 
ABSTAINED
 
BROKER NON-VOTES
45,556,107
 
52,501
 
139,465
 
—

3.
Ratification and Approval of an Amendment to the 2013 Stock Incentive Plan.

FOR
 
AGAINST
 
ABSTAINED
 
BROKER NON-VOTES
34,439,232
 
4,372,433
 
133,886
 
6,802,522

4.
Approval, on a Non-Binding Advisory Basis, the Compensation of the Company’s Named Executive Officers.

FOR
 
AGAINST
 
ABSTAINED
 
BROKER NON-VOTES
37,603,042
 
1,080,285
 
262,224
 
6,802,522





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.
 
 
THE KeyW HOLDING CORPORATION
 
(Registrant)
 
 
 
 
 
 
 
/s/ Philip Luci, Jr.
DATE: March 10, 2018
Philip Luci, Jr
 
Executive Vice President and General Counsel