Current Report Filing (8-k)
June 19 2017 - 4:06PM
Edgar (US Regulatory)
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): June 15, 2017
NCI, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51579
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20-3211574
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11730 Plaza American Drive, Reston, VA
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20190
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (703)
707-6900
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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.
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Submission of Matters to a Vote of Security Holders.
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On June 15, 2017, NCI, Inc. (the
Company
) held an annual meeting of its stockholders (the
Annual Meeting
). As of April 27, 2017, the record date for the Annual Meeting, there were 13,551,817 shares of the Companys
common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 12,879,835 shares of the Companys common stock were represented in person or by proxy. Set forth below is a brief description of each matter
voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Companys definitive proxy statement for
the Annual Meeting filed with the U.S. Securities and Exchange Commission on May 1, 2017 (the
Proxy Statement
)
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1.
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To elect the seven director nominees named in the Proxy Statement as directors of the Company, each to serve for a term of one year or until their respective successors have been duly elected and qualified.
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For
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Withheld
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Broker Non-Votes
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Paul A. Dillahay
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51,976,169
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126,648
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1,277,018
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James P. Allen
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47,759,748
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4,343,069
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1,277,018
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Paul V. Lombardi
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50,108,324
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1,994,493
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1,277,018
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Cindy E. Moran
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51,944,144
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158,673
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1,277,018
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Charles K. Narang
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51,937,825
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164,992
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1,277,018
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Austin J. Yerks
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50,992,065
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1,110,752
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1,277,018
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Daniel R. Young
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50,522,805
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1,580,012
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1,277,018
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2.
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To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017.
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For
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Against
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Abstained
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Broker
Non-Votes
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53,218,182
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161,015
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638
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3.
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To hold an advisory
(non-binding)
vote on the compensation paid to our named executive officers as presented in the Proxy Statement.
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For
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Against
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Abstained
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Broker
Non-Votes
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49,472,023
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2,569,923
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60,871
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1,277,018
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4.
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To hold an advisory
(non-binding)
vote on the frequency of the advisory stockholder vote on the compensation paid to our named executive officers.
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One Year
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Two Year
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Three Year
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Abstain
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Broker Non-Votes
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6,244,596
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1,270
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45,856,711
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240
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1,277,018
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Consistent with the greatest number of votes cast with respect to Proposal No. 4 above, the Companys Board of
Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every three years until the next advisory vote on the frequency of stockholder votes on the compensation payable to the
Companys named executive officers is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder..
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.
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NCI, Inc.
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By:
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/s/ Lucas J. Narel
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Lucas J. Narel
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Executive Vice President, Chief Financial Officer, and Treasurer
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Date: June 19, 2017
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