Amentum (NYSE: AMTM) holders back board, EY auditor and pay

Rhea-AI Filing Summary

Amentum Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on February 6, 2026. Stockholders elected all 13 director nominees to serve until the next annual meeting and until their successors are elected. A management proposal to ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026 was approved, receiving 232,680,957 votes for. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers for fiscal 2025.

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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): February 6, 2026

Amentum Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42176		99-0622272
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4800 Westfields Blvd., Suite #400

Chantilly, Virginia 20151

(703) 579-0410

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the

Registrant under any of the following provisions:

	☐	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, $0.01 par value		AMTM		New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders 

The Annual Meeting of Stockholders of Amentum Holdings, Inc. (“Amentum” or the “Company”) was held on

February 6, 2026 (the “Annual Meeting”). At the annual meeting, Amentum’s stockholders voted on the following

three proposals and cast their votes as described below.

1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until

the next annual meeting of shareholders and until their respective successors are elected:

Nominee	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Steven J. Demetriou	216,313,497	4,429,862	82,303	12,216,943
John Heller	220,529,787	203,196	92,679	12,216,943
Benjamin Dickson	219,850,419	878,330	96,913	12,216,943
Vincent K. Brooks	218,581,468	1,603,151	641,043	12,216,943
Ralph E. Eberhart	219,946,566	777,869	101,227	12,216,943
Alan E. Goldberg	220,522,831	205,744	97,087	12,216,943
S. Leslie Ireland	219,976,434	758,788	90,440	12,216,943
Barbara L. Loughran	199,318,344	21,071,794	435,524	12,216,943
Sandra E. Rowland	219,952,896	783,493	89,273	12,216,943
Christopher M.T. Thompson	220,520,519	214,594	90,549	12,216,943
Russell Triedman	218,451,989	2,278,611	95,062	12,216,943
John Vollmer	220,541,726	194,808	89,128	12,216,943
Connor Wentzell	218,457,519	2,281,213	86,930	12,216,943

2.A management proposal to ratify the appointment of Ernst & Young LLP as Amentum’s independent

registered public accounting firm for fiscal year 2026 was approved.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
232,680,957	188,696	172,952	(0)

3.The stockholders approved, on an advisory basis, the compensation of the Company’s named executive

officers for fiscal 2025.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
214,017,720	5,778,604	1,029,338	12,216,943

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.

	AMENTUM HOLDINGS, INC.
Date: February 10, 2026	By:	/s/ Michele St. Mary
		Name:	Michele St. Mary
		Title:	Chief Legal Officer and General Counsel

FAQ

What did Amentum (AMTM) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three items: election of 13 directors, ratification of Ernst & Young LLP as independent auditor for fiscal 2026, and advisory approval of named executive officer compensation for fiscal 2025. All three proposals received sufficient support to pass.

Were all director nominees elected at Amentum (AMTM)’s 2026 Annual Meeting?

Yes. All 13 nominees, including Steven J. Demetriou, John Heller, Barbara L. Loughran, and others, were elected to Amentum’s board. Each nominee received more votes "For" than "Against," along with broker non-votes recorded for shares not entitled to vote on director elections.

Which audit firm did Amentum (AMTM) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Amentum’s independent registered public accounting firm for fiscal year 2026. The ratification received 232,680,957 votes for, 188,696 votes against, and 172,952 abstentions, with no broker non-votes recorded on this proposal.

Did Amentum (AMTM) stockholders approve the say-on-pay vote for 2025?

Yes. Stockholders approved, on an advisory basis, the compensation of Amentum’s named executive officers for fiscal 2025. The proposal received 214,017,720 votes for, 5,778,604 votes against, 1,029,338 abstentions, and 12,216,943 broker non-votes recorded for shares not voting on compensation.

How many broker non-votes were recorded on Amentum (AMTM) director elections?

Each director election line shows 12,216,943 broker non-votes. Broker non-votes arise when brokers hold shares in street name and do not receive specific voting instructions on non-routine proposals such as director elections, so those shares are not counted as votes for or against.

When was Amentum (AMTM)’s 2026 Annual Meeting of Stockholders held?

The Annual Meeting of Stockholders of Amentum Holdings, Inc. was held on February 6, 2026. At this meeting, stockholders voted on the election of directors, ratification of the independent auditor for fiscal 2026, and advisory approval of executive compensation for fiscal 2025.

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