Strong shareholder support in Leonardo DRS (DRS) 2026 director, pay and auditor votes

Rhea-AI Filing Summary

Leonardo DRS, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on May 14, 2026. Stockholders voted on the election of nine directors, an advisory resolution on executive compensation, and ratification of the independent auditor.

Each director nominee received roughly 247 million to 250 million votes in favor, with relatively small numbers of votes withheld and 5,710,797 broker non-votes reported for each nominee. The advisory vote on compensation of named executive officers received 249,961,000 votes for, 246,614 against, 87,846 abstentions, and 5,710,797 broker non-votes. Ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 received 255,915,526 votes for, 57,972 against, and 32,759 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Frances F. Townsend: 249,645,446 shares Votes for John A. Baylouny: 250,199,261 shares Broker non-votes on director items: 5,710,797 shares +4 more

7 metrics

Votes for Frances F. Townsend 249,645,446 shares Election of Directors, 2026 Annual Meeting

Votes for John A. Baylouny 250,199,261 shares Election of Directors, 2026 Annual Meeting

Broker non-votes on director items 5,710,797 shares Each director election, 2026 Annual Meeting

Votes for advisory pay resolution 249,961,000 shares Advisory compensation vote for NEOs

Votes against advisory pay resolution 246,614 shares Advisory compensation vote for NEOs

Votes for auditor ratification 255,915,526 shares Ratification of Ernst & Young LLP for 2026

Votes against auditor ratification 57,972 shares Ratification of Ernst & Young LLP for 2026

Key Terms

Broker Non-Votes, Advisory Resolution Regarding Compensation of the Company’s NEOs, Independent Registered Public Accounting Firm, Annual Meeting of Stockholders

4 terms

Broker Non-Votes financial

"Withheld | Broker Non-Votes Frances F. Townsend | 249,645,446 | N/A | 650,014 | 5,710,797"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Resolution Regarding Compensation of the Company’s NEOs financial

"Advisory Resolution Regarding Compensation of the Company’s NEOs | 249,961,000 | 246,614 | 87,846 | 5,710,797"

Independent Registered Public Accounting Firm financial

"Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting")"

Understanding 8-K Material Events →

FALSE000183375600018337562026-05-142026-05-14

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): May 14, 2026

____________________________________

LEONARDO DRS, INC.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

001-41565

13-2632319

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2345 Crystal Drive

Suite 1000

Arlington, Virginia 22202

(Address of principal executive offices)

(703) 416-8000

(Registrant's telephone number, including area code)

____________________________________

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 class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.01 par value			DRS			The Nasdaq Stock Market LLC

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.

On May 14, 2026, Leonardo DRS, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.

Election of Directors						Shares Voted For						Shares Voted Against						Withheld						Broker Non-Votes
Frances F. Townsend						249,645,446						N/A						650,014						5,710,797
Gail S. Baker						249,983,388						N/A						312,072						5,710,797
John A. Baylouny						250,199,261						N/A						96,199						5,710,797
Dr. Louis R. Brothers						250,007,405						N/A						288,055						5,710,797
General George W. Casey, Jr.						250,005,085						N/A						290,375						5,710,797
Mary E. Gallagher						249,969,944						N/A						325,516						5,710,797
Reuben Jeffery III						250,193,834						N/A						101,626						5,710,797
Kenneth J. Krieg						247,306,328						N/A						2,989,132						5,710,797
Eric C. Salzman						249,916,267						N/A						379,193						5,710,797

						Shares Voted For						Shares Voted Against						Abstentions						Broker Non-Votes
Advisory Resolution Regarding Compensation of the Company’s NEOs						249,961,000						246,614						87,846						5,710,797
Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026						255,915,526						57,972						32,759						0

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.

			LEONARDO DRS, INC.
			(Registrant)
Date: May 14, 2026			By:			/s/ Mark A. Dorfman
						Mark A. Dorfman
						Executive Vice President, General Counsel and Secretary

FAQ

What did Leonardo DRS (DRS) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing nine directors, an advisory resolution on compensation of named executive officers, and ratifying Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with detailed vote tallies reported for each item.

How strong was stockholder support for Leonardo DRS (DRS) director nominees in 2026?

Each of the nine director nominees received approximately 247 million to 250 million votes for, with relatively small numbers of votes withheld and 5,710,797 broker non-votes reported per nominee, indicating substantial affirmative voting support in the recorded results for the director slate.

How did Leonardo DRS (DRS) stockholders vote on executive compensation in 2026?

On the advisory resolution regarding compensation of named executive officers, stockholders cast 249,961,000 votes for, 246,614 votes against, and 87,846 abstentions, with 5,710,797 broker non-votes. The large “for” total compared with the “against” votes shows strong recorded support in the advisory tallies.

What were the 2026 auditor ratification voting results for Leonardo DRS (DRS)?

For ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, stockholders cast 255,915,526 votes for, 57,972 against, and 32,759 abstentions, with no broker non-votes reported, indicating high recorded support in the voting results.

How many broker non-votes were reported at the Leonardo DRS (DRS) 2026 meeting?

For the director elections and the advisory vote on executive compensation, the company reported 5,710,797 broker non-votes on each item. No broker non-votes were reported on the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

3 documents

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