Mercury Systems shareholders elect three directors

The advisory compensation proposal drew 49,014,946 votes for and 7,002,993 against.

Available on EDGAR 11/03/2026 - 04:02 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:01 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Mercury Systems, Inc. shareholders elected Jean Bua, Gerard J. DeMuro, and Scott Ostfeld as Class II Directors for three-year terms ending in 2029. The advisory executive-compensation proposal received 49,014,946 votes for and 7,002,993 against. Shareholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2027.

The Board elected William L. Ballhaus as Chairman and Barry R. Nearhos as Lead Independent Director. Committee chairs for the upcoming year are Barry R. Nearhos for Audit and Nominating and Governance, Lisa S. Disbrow for Government Relations, Howard L. Lance for Human Capital and Compensation, and Orlando P. Carvalho for M&A and Finance.

8-K Event Classification

3 items: 5.02, 5.07, 8.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Class II Directors elected: 3 directors Director term: 3 years Votes for executive-compensation proposal: 49,014,946 votes +2 more

5 metrics

Class II Directors elected 3 directors Annual Meeting

Director term 3 years Terms end in 2029

Votes for executive-compensation proposal 49,014,946 votes Advisory proposal

Votes against executive-compensation proposal 7,002,993 votes Advisory proposal

Votes for KPMG appointment 56,919,146 votes Fiscal 2027 accounting firm ratification

Key Terms

Class II Director, Lead Independent Director, advisory basis, independent registered public accounting firm

4 terms

Class II Director technical

"elected as Class II Directors"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Lead Independent Director technical

"elected as Lead Independent Director"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

advisory basis technical

"approve, on an advisory basis, the compensation"

independent registered public accounting firm technical

"KPMG LLP as the Company’s independent registered public accounting firm"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did MRCY shareholders vote on executive compensation?

The advisory executive-compensation proposal received 49,014,946 votes for, 7,002,993 against, 22,618 abstentions, and 2,062,269 non-votes.

Did MRCY shareholders ratify KPMG for fiscal 2027?

Shareholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2027, with 56,919,146 votes for, 1,168,395 against, and 15,285 abstentions.

Who was elected to MRCY's board of directors?

Jean Bua, Gerard J. DeMuro, and Scott Ostfeld were elected as Class II Directors for three-year terms ending in 2029. The votes for the nominees were 50,797,517, 50,807,272, and 49,338,401, respectively.

Who chairs MRCY's board committees?

Barry R. Nearhos chairs the Audit and Nominating and Governance Committees; Lisa S. Disbrow chairs Government Relations; Howard L. Lance chairs Human Capital and Compensation; and Orlando P. Carvalho chairs M&A and Finance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 28, 2026

Mercury Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts

001-41194

04-2741391

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

50 Minuteman Road,

Andover,

Massachusetts

01810

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (978) 256-1300

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 (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))

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. ☐

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, par value $0.01	MRCY	Nasdaq Global Select Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Company’s Annual Meeting of Shareholders held on October 28, 2026 (the “Annual Meeting”), Jean Bua, Gerard J. DeMuro, and Scott Ostfeld were elected as Class II Directors for a three-year term ending in 2029.

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

The final voting results for the Annual Meeting are as follows:

1.To elect three Class II Directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:


Director Nominee	For	Withheld	Non-Votes	Uncast
Jean Bua, Class II Director	50,797,517	5,243,040	2,062,269	0
Gerard J. DeMuro, Class II Director	50,807,272	5,233,285	2,062,269	0
Scott Ostfeld, Class II Director	49,338,401	6,702,156	2,062,269	0

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:


For:			49,014,946
Against:			7,002,993
Abstain:			22,618
Non-Votes:			2,062,269
Uncast			0

3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2027:


For:			56,919,146
Against:			1,168,395
Abstain:			15,285
Non-Votes:			0
Uncast			0

Item 8.01 Other Events.

On October 28, 2026, in connection with the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William L. Ballhaus as Chairman of the Board, Barry R. Nearhos as Lead Independent Director, and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:

Audit Committee: Barry R. Nearhos, Chair; Jean Bua; Lisa S. Disbrow; and Debora A. Plunkett

Government Relations Committee: Lisa S. Disbrow, Chair; Jean Bua; Gerard J. DeMuro; and Debora A. Plunkett

Human Capital and Compensation Committee: Howard L. Lance, Chair; Orlando P. Carvalho; Lisa S. Disbrow; and Scott Ostfeld

M&A and Finance Committee: Orlando P. Carvalho, Chair; Gerard J. DeMuro; Howard L. Lance; and Scott Ostfeld

Nominating and Governance Committee: Barry R. Nearhos, Chair; Orlando P. Carvalho; Howard L. Lance; and Debora A. Plunkett

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 thereunto duly authorized.


Dated: November 3, 2026			MERCURY SYSTEMS, INC.

			By: /s/ Stuart H. Kupinsky Stuart H. Kupinsky Executive Vice President, Chief Legal Officer, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents