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 31, 2022

Mandiant, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36067

20-1548921

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11951 Freedom Drive, 6th Floor

Reston, VA 20190

(Address of principal executive offices, including zip code)

(703) 935-1700

(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))

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 $0.0001 per share	MNDT	The NASDAQ Global Select Market

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. ☐

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On ~~March~~June 81, 2022, Mandiant, Inc. (the “~~Mandiant~~Company”) ~~announced~~repurchased ~~its~~approximately ~~entry~~$451.7 ~~into~~million anin ~~Agreement~~principal ~~and~~amount ~~Plan~~ of ~~Merger,~~its ~~dated~~1.625% ~~March~~Convertible 7,Senior ~~2022~~Notes ~~(as~~due it2035 ~~may~~(the be“Series ~~amended~~B ~~from~~Notes”) ~~time~~submitted to ~~time,~~the Company for repurchase. Under the ~~“Merger~~terms ~~Agreement”),~~of ~~between~~the ~~Google~~Series ~~LLC~~B ~~(“Parent”)~~Notes, ~~Dupin~~holders ~~Inc.,~~had athe ~~wholly~~right ~~owned~~to ~~subsidiary~~require the Company to repurchase some or all of ~~Parent~~their ~~(“Merger~~Series ~~Sub”),~~B ~~and~~Notes ~~Mandiant~~on such date. ~~The~~As ~~Merger~~a ~~Agreement~~result ~~provides~~of ~~for~~this ~~Merger~~repurchase, ~~Sub~~approximately to$8.3 bemillion ~~merged~~in ~~with~~principal ~~and~~amount ~~into~~of ~~Mandiant,~~the ~~with~~Series ~~Mandiant~~B ~~surviving~~Notes asremains aoutstanding. ~~wholly~~The ~~owned~~Company ~~subsidiary~~utilized ofcash ~~Parent~~on (hand to repurchase the ~~“Merger”)~~Series B Notes.

Mandiant held a Special Meeting of Stockholders on June 3, 2022, at 8:00 a.m., Pacific time (the “Special Meeting”).

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in Mandiant’s definitive proxy statement, dated April 28, 2022, as amended and supplemented by an amendment dated May 24, 2022 filed by Mandiant with the Securities and Exchange Commission (the “Proxy Statement”):

	FOR	AGAINST	ABSTAIN	BROKERNON-VOTES
Proposal 1: To adopt the Merger Agreement.	169,887,874	894,104	2,316,972	0
Proposal 1 was approved.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable to Mandiant’s named executive officers in connection with the Merger.	91,351,321	78,266,064	3,481,565	0
Proposal 2 was approved.

In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.

SIGNATURE

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.

	MANDIANT, INC.
Date: June 3, 2022	By:	/s/ Richard Meamber
Date: June 17, 2022	By:	/s/ Richard Meamber
		Richard MeamberSenior Vice President, General Counsel and Secretary

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