Leidos Holdings, Inc. 8-K

What Happened

• On May 1, 2026, Leidos Holdings, Inc. reported that its stockholders approved the 2026 Omnibus Incentive Plan and the 2026 Employee Stock Purchase Plan (2026 ESPP). The Board had previously approved both plans subject to shareholder approval; the full plan documents were filed via Form S-8 on May 1, 2026 and are incorporated by reference.
• At the same annual meeting, shareholders elected the Company’s slate of 10 director nominees to one-year terms and approved several other routine matters. The meeting also included a non-binding advisory "say-on-pay" vote and ratification of Deloitte & Touche LLP as the independent auditor.

Key Details

• 2026 Omnibus Incentive Plan approval: 90,310,588 votes for; 3,322,318 against; 486,617 abstentions; 10,494,880 broker non-votes.
• 2026 ESPP approval: 93,480,480 votes for; 378,610 against; 260,433 abstentions; 10,494,880 broker non-votes.
• Director elections (each elected to a one-year term). Example tallies: Thomas A. Bell — 92,671,357 for; Robert S. Shapard — 82,238,171 for and 11,532,656 against. (Full vote breakdowns for all 10 nominees reported in the filing.)
• Other votes: advisory approval of executive compensation — 88,904,849 for vs. 4,449,801 against (764,873 abstentions); ratification of Deloitte & Touche LLP — 97,307,718 for vs. 7,074,729 against (231,956 abstentions).

Why It Matters

• Approval of the 2026 Omnibus Incentive Plan and ESPP authorizes future equity awards to employees and an employee purchase program, which can affect executive compensation practices and potentially dilute shares over time — facts investors should monitor in future filings.
• Re-election of the full board and ratification of the auditor provide continuity in governance and financial oversight. The say-on-pay and vote totals give investors transparent metrics on shareholder support for current pay practices.