Amentum Holdings, Inc. 8-K

What Happened

• Amentum Holdings, Inc. (AMTM) filed an 8-K on February 10, 2026 disclosing results from its February 6, 2026 Annual Meeting. Stockholders elected 13 director nominees, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved, on an advisory basis, the company’s 2025 executive compensation (say-on-pay).
• All 13 nominees were elected. Vote totals varied by nominee (For votes generally ranged ~199–220 million). Notably, director Barbara L. Loughran received 199,318,344 votes For and 21,071,794 votes Against. The auditor ratification passed with 232,680,957 For, 188,696 Against, and 172,952 Abstentions. The advisory approval of executive compensation received 214,017,720 For, 5,778,604 Against, and 1,029,338 Abstentions. There were 12,216,943 broker non-votes reported for the director elections and the advisory vote.

Key Details

• Meeting date: February 6, 2026; 8-K filed: February 10, 2026 (signed by Michele St. Mary, Chief Legal Officer & General Counsel).
• Directors elected (13 nominees), including Steven J. Demetriou, John Heller, Benjamin Dickson, Vincent K. Brooks, Ralph E. Eberhart, Alan E. Goldberg, S. Leslie Ireland, Barbara L. Loughran, Sandra E. Rowland, Christopher M.T. Thompson, Russell Triedman, John Vollmer, Connor Wentzell.
• Auditor ratification: Ernst & Young LLP approved — 232,680,957 For; 188,696 Against; 172,952 Abstained.
• Say-on-pay (advisory): Approved — 214,017,720 For; 5,778,604 Against; 1,029,338 Abstained; 12,216,943 broker non-votes.

Why It Matters

• Board control and governance: The election results confirm the company’s board slate for the coming year; the split voting on at least one director (Barbara L. Loughran) signals notable opposition from a subset of shareholders that investors may want to monitor for governance developments.
• Audits and oversight: Ratification of Ernst & Young LLP ensures continuity of the company’s independent auditor for fiscal 2026.
• Executive compensation: The advisory "say-on-pay" passed, indicating shareholder support for the company’s 2025 executive pay policies (though advisory and non-binding). The presence of significant broker non-votes and the vote margins provide context on shareholder engagement levels.