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

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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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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Understanding 8-K Material Events →
0002011286false00020112862025-03-052025-03-0500020112862026-02-062026-02-06
 
 
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_Logo-RGB-Full_Color_H (3).jpg
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
 

Source: View Original Filing on SEC EDGAR

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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