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): June 10, 2022

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-49604

22-1852179

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2251 Corporate Park Drive	Herndon	VA	20171
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (703) 218-6000

(Former name or former address, if changed since last report.)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

MANT

Nasdaq

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 CFR230.425)

☐

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 (§203.405 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 5.07

Submission of Matters to a Vote of Security Holders.

ManTech held its 2022 Annual Meeting of Stockholders (Annual Meeting) on June 10, 2022. Holders of Class A common stock were entitled to cast one vote for each share of Class A common stock held, and holders of Class B common stock were entitled to cast ten votes for each share of Class B common stock held, for each proposal submitted to stockholders at the Annual Meeting. For more information regarding the following proposals, see our definitive proxy statement dated April 29, 2022, the relevant portions of which are hereby incorporated by reference.

Proposal 1:

The Company’s stockholders elected seven (7) persons to serve as members of the Board of Directors until the 2023 Annual Meeting of Stockholders. The votes regarding this proposal were as follows:


Director Name	For		Withheld		Broker Non-Votes
Kevin M. Phillips		51,653,413		908,536		516,127
Richard L. Armitage		37,248,363		15,313,586		516,127
Mary K. Bush		40,983,404		11,578,545		516,127
Barry G. Campbell		39,102,291		13,459,658		516,127
Richard J. Kerr		45,516,463		7,045,486		516,127
Peter B. LaMontagne		52,456,033		105,916		516,127
Kenneth A. Minihan		50,945,108		1,616,841		516,127

Proposal 2:

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
52,530,585	540,733	6,758	0

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.

ManTech International Corporation

Date: June 15, 2022

/s/ Michael R. Putnam

Michael R. Putnam

SVP – Corporate & Regulatory Affairs

MANTECH INTERNATIONAL CORP 8-K