- Current report filing (8-K)
November 02 2010 - 9:01AM
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): October 28, 2010
SRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-31334
|
|
54-1360804
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
4300 Fair Lakes Court
Fairfax, Virginia
|
|
22033
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(Registrants telephone number, including area code): (703) 803-1500
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))
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors
|
(e) Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As set forth below, at the 2010 Annual Meeting of Stockholders of SRA International, Inc. (the Company), the stockholders of the Company approved the Companys 2010 Incentive Plan
(2010 Plan).
A copy of the Companys 2010 Plan is being filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference in its entirety.
Item 5.07
|
Submission of Matters to a Vote of Shareholders
|
The Companys Annual Meeting of Stockholders was held on Thursday, October 28, 2010. The following ten nominees were elected to the Board of Directors for a one-year term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Withheld
|
|
|
Broker
Non-Votes
|
|
|
Total
|
|
John W. Barter
|
|
|
166,784,766
|
|
|
|
310,932
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Larry R. Ellis
|
|
|
166,645,504
|
|
|
|
450,194
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Miles R. Gilburne
|
|
|
166,573,906
|
|
|
|
521,792
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
W. Robert Grafton
|
|
|
166,598,846
|
|
|
|
496,852
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
William T. Keevan
|
|
|
166,682,774
|
|
|
|
412,924
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Michael R. Klein
|
|
|
163,048,054
|
|
|
|
4,047,644
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
David H. Langstaff
|
|
|
166,554,833
|
|
|
|
540,865
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Stanton D. Sloane
|
|
|
166,772,784
|
|
|
|
322,914
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Ernst Volgenau
|
|
|
165,247,628
|
|
|
|
1,848,070
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Gail Wilensky
|
|
|
166,353,548
|
|
|
|
742,150
|
|
|
|
2,118,123
|
|
|
|
169,213,821
|
|
Stockholders also
approved the 2010 Plan. In addition to providing cash incentive compensation, the 2010 Plan provides for equity-based incentive compensation to eligible employees, officers, directors, consultants and advisors. The purpose of the 2010 Plan is to
promote outstanding performance and gives the Company the ability to provide these incentives through the awards of cash, options, restricted stock, restricted stock units, performance awards and other stock-based awards. The 2010 Plan is designed
to allow the grant of awards to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, so that the compensation paid pursuant to such awards will be deductible for federal income tax
purposes. The results of the ballots were as follows:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
Total
|
159,933,917
|
|
6,967,870
|
|
193,911
|
|
2,118,123
|
|
169,213,821
|
Stockholders
ratified the appointment Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2011. Stockholders cast 167,485,994 votes for the appointment, 1,724,283 votes
against the appointment and abstained from casting 3,544 votes on the appointment of the independent registered public accounting firm.
No other matters were submitted for stockholder action.
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits.
The following exhibit is
filed as a part of this Report.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
10.1*
|
|
SRA International, Inc. 2010 Incentive Plan.
|
*
|
Indicates a management contract or compensatory plan.
|
2
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.
|
|
|
|
|
|
|
|
|
SRA INTERNATIONAL, INC.
|
|
|
|
Date: November 2, 2010
|
|
|
|
/
S
/ M
ARK
D.
S
CHULTZ
|
|
|
|
|
Mark D. Schultz
|
|
|
|
|
Senior Vice President & General Counsel
|
3
Exhibit Index
|
|
|
Exhibit
Number
|
|
Description
|
|
|
10.1*
|
|
SRA International, Inc. 2010 Incentive Plan, filed herewith.
|
*
|
Indicates a management contract or compensatory plan.
|
4
Sra (NYSE:SRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Sra (NYSE:SRX)
Historical Stock Chart
From Jul 2023 to Jul 2024