STOCK TITAN
  1. Home
  2. Sec-filings
  3. LDOS
  4. [8-K] Leidos Holdings, Inc. Reports Material Event

Leidos (NYSE: LDOS) investors back 2026 stock plans and pay packages

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Leidos Holdings, Inc. reported the results of its May 1, 2026 annual stockholder meeting. Stockholders approved the 2026 Omnibus Incentive Plan and the 2026 Employee Stock Purchase Plan, both previously approved by the board, enabling continued use of equity and stock purchase programs.

All nominated directors were elected, with most receiving over 90 million votes in favor; for example, Thomas A. Bell received 92,671,357 votes for versus 1,216,775 against. Stockholders also approved, on a non-binding basis, executive compensation, with 88,904,849 votes for and 4,449,801 against, and ratified Deloitte & Touche LLP as independent auditor with 97,307,718 votes for.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Director vote – Thomas A. Bell 92,671,357 votes for Election to board at annual meeting
Say-on-pay support 88,904,849 votes for Advisory vote on executive compensation
Auditor ratification for Deloitte & Touche LLP 97,307,718 votes for Fiscal year ending January 1, 2027
2026 Omnibus Incentive Plan approval 90,310,588 votes for Equity incentive plan proposal
2026 ESPP approval 93,480,480 votes for Employee Stock Purchase Plan proposal
Highest director opposition 11,532,656 votes against Vote against director Robert S. Shapard
2026 Omnibus Incentive Plan financial
"the Company's stockholders approved (i) the Company's 2026 Omnibus Incentive Plan (the "2026 Plan")"
2026 Employee Stock Purchase Plan financial
"and (ii) the Company's 2026 Employee Stock Purchase Plan (the "2026 ESPP")"
broker non-votes financial
"Broker Non-Votes 10,494,880"
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.
non-binding, advisory basis regulatory
"The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers"
independent registered public accounting firm financial
"the Company's independent registered public accounting firm for the fiscal year ending January 1, 2027"
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.
Understanding 8-K Material Events →
0001336920false00013369202026-05-012026-05-01


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 6, 2026 (May 1, 2026)
LEIDOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3307220-3562868
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
1750 Presidents Street, Reston,Virginia20190
(Address of principal executive office)(Zip Code)
 (571) 526-6000
(Registrants' telephone number, including area code)

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $.0001 per shareLDOSNew 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2026, at the Annual Meeting of Stockholders (the "Annual Meeting") of Leidos Holdings, Inc. (the "Company"), the Company's stockholders approved (i) the Company's 2026 Omnibus Incentive Plan (the "2026 Plan") and (ii) the Company's 2026 Employee Stock Purchase Plan (the "2026 ESPP"). The Company's Board of Directors (the "Board") previously approved the 2026 Plan and 2026 ESPP subject to stockholder approval at the Annual Meeting.
A description of the material terms and conditions of the 2026 Plan and 2026 ESPP are contained in detail in the Company's Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 19, 2026 (the "Proxy Statement"), under the headings “Proposal 4: Approval of the 2026 Omnibus Incentive Plan” and "Proposal 5: Approval of the 2026 Employee Stock Purchase Plan," respectively, and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the 2026 Plan and 2026 ESPP, copies of which were filed with the Company's registration statement on Form S-8 filed on May 1, 2026, and incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 1, 2026. The final results of the stockholders’ vote on each of the matters presented for a vote are set forth below.

1.    The nominees for election to the Company's Board set forth in Proposal 1 to the Company’s Proxy Statement, were elected, each for a one-year term, based upon the following votes:

NomineeForAgainstAbstentionsBroker Non-Votes
Thomas A. Bell92,671,3571,216,775231,39110,494,880
Gregory R. Dahlberg91,801,0571,932,716385,75010,494,880
David G. Fubini89,026,8424,737,376355,30510,494,880
Noel B. Geer90,094,3113,675,875349,33710,494,880
Tina W. Jonas91,579,1072,290,039250,37610,494,880
Harry M. J. Kraemer, Jr.90,309,8193,499,434310,26910,494,880
Gary S. May90,524,8993,239,893354,73110,494,880
Nancy A. Norton91,823,3092,050,181246,03310,494,880
Patrick M. Shanahan92,225,0681,538,565355,89010,494,880
Robert S. Shapard82,238,17111,532,656348,69610,494,880

2.    The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement was approved based upon the following votes:

Votes for approval88,904,849 
Votes against4,449,801 
Abstentions764,873 
Broker non-votes10,494,880 

3.    The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 1, 2027, was approved based upon the following votes:



Votes for approval97,307,718 
Votes against7,074,729 
Abstentions231,956 
Broker non-votes
N/A

4.    The proposal to approve the 2026 Omnibus Incentive Plan was approved based upon the following votes:

Votes for approval90,310,588 
Votes against3,322,318 
Abstentions486,617 
Broker non-votes10,494,880 

5.    The proposal to approve the 2026 Employee Stock Purchase Plan was approved based upon the following votes:

Votes for approval93,480,480 
Votes against378,610 
Abstentions260,433 
Broker non-votes10,494,880 

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

Exhibit 104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.




SIGNATURE
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.
  LEIDOS HOLDINGS, INC.
Date:May 6, 2026 By: 
/s/ Henrique B. Canarim
   
Henrique B. Canarim
  Its: 
Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Leidos (LDOS) stockholders approve at the 2026 annual meeting?

Leidos stockholders approved the 2026 Omnibus Incentive Plan and the 2026 Employee Stock Purchase Plan. They also elected all director nominees, ratified Deloitte & Touche LLP as independent auditor, and backed executive compensation on a non-binding advisory basis by a wide margin.

Were Leidos (LDOS) director nominees elected at the 2026 annual meeting?

All Leidos director nominees were elected for one-year terms. Support was strong, with most receiving over 90 million votes for; for example, Thomas A. Bell received 92,671,357 votes for and 1,216,775 against, alongside 231,391 abstentions and 10,494,880 broker non-votes.

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

Leidos stockholders approved executive compensation on a non-binding advisory basis. The vote was 88,904,849 for approval, 4,449,801 against, and 764,873 abstentions, with 10,494,880 broker non-votes recorded, indicating substantial support for the disclosed pay programs.

Which auditor did Leidos (LDOS) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Leidos’s independent registered public accounting firm for the fiscal year ending January 1, 2027. The ratification received 97,307,718 votes for, 7,074,729 against, and 231,956 abstentions, with no broker non-votes reported on this proposal.

What was the outcome of Leidos (LDOS) 2026 Omnibus Incentive Plan vote?

The 2026 Omnibus Incentive Plan was approved by Leidos stockholders. Voting results showed 90,310,588 votes for, 3,322,318 against, and 486,617 abstentions, along with 10,494,880 broker non-votes, authorizing continued equity-based incentives under the plan’s terms.

How did Leidos (LDOS) stockholders vote on the 2026 Employee Stock Purchase Plan?

Leidos stockholders approved the 2026 Employee Stock Purchase Plan with strong support. The proposal received 93,480,480 votes for, 378,610 against, and 260,433 abstentions, plus 10,494,880 broker non-votes, allowing eligible employees to purchase company stock under the plan.

Filing Exhibits & Attachments

3 documents

Other Documents