DEF 14A: Leidos Holdings, Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Leidos Holdings, Inc. has released its definitive proxy statement, outlining key proposals for the upcoming annual meeting of stockholders on April 26, 2024, including the election of directors and an advisory vote on executive compensation.

Summary

• Leidos Holdings, Inc., a Fortune 500 company, has filed its definitive proxy statement for the 2024 annual meeting of stockholders.
• The meeting will be held on April 26, 2024, at 9:00 A.M. Eastern Time in Reston, Virginia.
• Stockholders of record as of March 6, 2024, are entitled to vote on key proposals.
• The proposals include the election of twelve directors, an advisory vote on executive compensation, ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm, and consideration of a stockholder proposal regarding special shareholder meeting improvement.
• In 2023, Leidos achieved record-breaking revenue of $15.4 billion, a 7% increase on the prior year.
• The company was awarded a $7.9 billion contract to provide the U.S. Army with tactical information technology hardware and a $918 million contract to enhance the Department of Homeland Security's networks.
• The Board of Directors recommends voting FOR the election of each director nominee, FOR the advisory vote on executive compensation, FOR the ratification of Deloitte & Touche LLP, and AGAINST the stockholder proposal regarding special shareholder meeting improvement.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and strategic wins, indicating confidence in the company's future performance.

Positives

• Leidos achieved record revenue in 2023, indicating strong business performance.
• The company secured significant contracts, positioning it for future growth.
• The Board is committed to strong corporate governance practices.
• The company has a robust stockholder engagement program.
• Executive compensation programs are designed to align with stockholder interests and reward performance.

Negatives

• The Board recommends voting against a stockholder proposal, which may be viewed negatively by some stockholders.
• The company faces challenges in the evolving defense technology industry.

Risks

• The company is subject to risks and uncertainties that may cause actual results to differ materially from forward-looking statements.
• The company is continuously exposed to unauthorized attempts to compromise information through cyberattacks, the risk of insider threats and other information security risks.

Future Outlook

The company is committed to maintaining momentum and driving profitable growth across all facets of its business, setting the stage for another year of achievement.

Management Comments

• Our successful 2023 positions us well to undertake a year of deep strategic thinking regarding where we will take Leidos in solving our customers most vexing challenges through the decade to come.
• From advancing financial excellence, to amplifying our collective intelligence that is uniquely Leidos, we will continue striving to become a more focused, successful organization.

Industry Context

Leidos is a leading provider of solutions in the national security and health sectors, competing with other major government technology services providers.

Comparison to Industry Standards

• The company benchmarks its executive compensation against a peer group of publicly traded engineering, information technology, consulting, and defense companies, including AECOM, Booz Allen Hamilton, and Northrop Grumman.
• The company targets total direct compensation at approximately the median among companies with which it competes for executive talent.

Management Changes

Related Party Transactions

• Gerard A. Fasano's brother, Matthew Fasano, is a program manager at Leidos and received compensation of approximately $239,202 in 2023.
• M. Victoria Schmanske's brother-in-law, Paul Schmanske, is an infrastructure lead at Leidos and received compensation of approximately $205,784 in 2023.

Stakeholder Impact

• The company's performance and governance practices impact stockholders, employees, customers, supplier partners, and communities.
• The company is committed to serving all of its stakeholders, including employees, customers, supplier partners, communities and stockholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting of stockholders on April 26, 2024.

Key Dates

Keywords

proxy statement, annual meeting, Leidos, directors, executive compensation, corporate governance, stockholders, Deloitte, revenue, contracts