Huntington Ingalls (HII) holders back board, reject political spending report

Rhea-AI Filing Summary

Huntington Ingalls Industries, Inc. reported voting results from its 2026 Annual Meeting of Stockholders. Stockholders elected 11 directors to terms ending in 2027, with each nominee receiving substantially more votes "For" than "Against" and with broker non-votes recorded on each director item.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 31,129,918 votes For, 422,646 Against, and 97,799 Abstentions, plus 3,836,489 broker non-votes. They also ratified the appointment of Deloitte & Touche LLP as independent auditors for 2026 by 34,620,782 votes For, 793,196 Against, and 72,874 Abstentions.

A stockholder proposal requesting an annual report on the company’s political spending did not pass, receiving 3,556,445 votes For, 27,876,860 Against, 217,058 Abstentions, and 3,836,489 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Directors elected: 11 directors Highest director For votes: 31,529,294 votes Say-on-pay For votes: 31,129,918 votes +4 more

7 metrics

Directors elected 11 directors Terms ending in 2027 approved at 2026 Annual Meeting

Highest director For votes 31,529,294 votes For Christopher D. Kastner in director election

Say-on-pay For votes 31,129,918 votes Advisory approval of executive compensation

Say-on-pay Against votes 422,646 votes Advisory compensation proposal opposition

Auditor ratification For votes 34,620,782 votes Ratification of Deloitte & Touche LLP for 2026

Political report For votes 3,556,445 votes Support for political spending report proposal

Political report Against votes 27,876,860 votes Opposition to political spending report proposal

Key Terms

broker non-votes, advisory basis, independent auditors, stockholder proposal, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 3,836,489"

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 basis financial

"approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent auditors financial

"ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

stockholder proposal financial

"Item 4 - Stockholder Proposal Requesting an Annual Report on the Company's Political Spending"

political spending financial

"stockholder proposal requesting an annual report on the Company's political spending"

Understanding 8-K Material Events →

0001501585false4101 Washington Avenue00015015852026-04-292026-04-29

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)

April 29, 2026

  _____________________________________

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 _____________________________________

Delaware

001-34910

90-0607005

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4101 Washington Avenue Newport News, Virginia 23607

(Address of principal executive offices) (Zip code)

(757) 380-2000

(Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

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			HII			New York Stock Exchange

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:

☐ 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))

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 April 29, 2026, Huntington Ingalls Industries, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Item 1 - Election of Directors

Votes regarding the election of 11 directors, for terms ending in 2027, were as follows:

Name						For						Against						Abstentions						Broker Non-Votes
Augustus L. Collins						29,402,518						2,210,237						37,608						3,836,489
Leo P. Denault						31,423,012						189,520						37,831						3,836,489
Kirkland H. Donald						31,463,591						150,304						36,468						3,836,489
Craig S. Faller						31,407,328						205,102						37,933						3,836,489
Victoria D. Harker						30,570,973						1,039,506						39,884						3,836,489
Frank R. Jimenez						30,376,300						1,211,538						62,525						3,836,489
Christopher D. Kastner						31,529,294						88,773						32,296						3,836,489
Tracy B. McKibben						27,331,436						4,240,845						78,082						3,836,489
Stephanie L. O'Sullivan						31,493,059						119,623						37,681						3,836,489
Thomas C. Schievelbein						30,547,525						1,065,512						37,326						3,836,489
Nick L. Stanage						31,169,529						441,108						39,726						3,836,489

Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis

Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:

For						Against						Abstentions						Broker Non-Votes
31,129,918						422,646						97,799						3,836,489

Item 3 - Proposal to Ratify the Appointment of the Company's Independent Auditor

Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2026 were as follows:

For						Against						Abstentions						Broker Non-Votes
34,620,782						793,196						72,874						—

Item 4 - Stockholder Proposal Requesting an Annual Report on the Company's Political Spending

Votes on a stockholder proposal requesting an annual report on the Company's political spending were as follows:

For						Against						Abstentions						Broker Non-Votes
3,556,445						27,876,860						217,058						3,836,489

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

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.

 

HUNTINGTON INGALLS INDUSTRIES, INC.

May 1, 2026

By:

/s/ Tiffany M. King

Tiffany M. King

Corporate Vice President, Associate General Counsel and Secretary

FAQ

What did HII stockholders decide about director elections at the 2026 annual meeting?

Stockholders elected 11 directors to terms ending in 2027, with each nominee receiving significantly more votes "For" than "Against." Broker non-votes were also recorded, but did not prevent any nominee from being elected.

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

Stockholders approved the company’s named executive officer compensation on an advisory basis, with 31,129,918 votes For, 422,646 Against, and 97,799 Abstentions, plus 3,836,489 broker non-votes recorded for the proposal.

Did Huntington Ingalls Industries change its independent auditor for 2026?

Stockholders ratified Deloitte & Touche LLP as Huntington Ingalls Industries’ independent auditors for 2026. The ratification received 34,620,782 votes For, 793,196 Against, and 72,874 Abstentions, confirming continued engagement with the same audit firm.

How did HII stockholders vote on the political spending report proposal?

Stockholders did not approve the stockholder proposal requesting an annual report on political spending. The vote totaled 3,556,445 For, 27,876,860 Against, 217,058 Abstentions, and 3,836,489 broker non-votes on this governance-related item.

What were the main items on the agenda at HII’s 2026 Annual Meeting?

Key items included election of 11 directors, an advisory vote on executive compensation, ratification of Deloitte & Touche LLP as independent auditors for 2026, and a stockholder proposal seeking an annual report on the company’s political spending.

Was HII’s say-on-pay vote at the 2026 meeting only advisory?

Yes. The vote to approve compensation of named executive officers was explicitly advisory. Stockholders expressed their views through 31,129,918 For, 422,646 Against, and 97,799 Abstentions, while the board retains authority over compensation decisions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB