--- schema_version: "secwatch.filing_event.v1" accession: "0001049521-22-000058" form_type: "8-K" ticker: "MRCY" cik: "0001049521" company_name: "MERCURY SYSTEMS INC" filed_at: "2022-10-31T23:59:59+00:00" generated_at: "2026-06-22T21:15:32.212282+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Say-on-pay rejected at Mercury Systems annual meeting; O'Brien named Chairman ## Summary - Shareholders voted against advisory executive compensation resolution: 39.4M against vs 9.7M for (80% opposed). - Three Class I directors elected: William Ballhaus, Lisa Disbrow, Howard Lance; each received majority support. - Amended 2018 Stock Incentive Plan approved with 46.4M for, 4.8M against. - Ratification of KPMG as FY2023 auditor approved with 52.9M for, 0.2M against. - William K. O'Brien elected Chairman of the Board following the annual meeting. ## SEC filing metadata - accession: 0001049521-22-000058 - form_type: 8-K - ticker: MRCY - cik: 0001049521 - company_name: MERCURY SYSTEMS INC - filed_at: 2022-10-31T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/mrcy-20221031.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001049521-22-000058 - JSON: https://secwatch.observer/filing/0001049521-22-000058.json - Plain text: https://secwatch.observer/filing/0001049521-22-000058.txt ## Key facts - Shareholder Votes MERCURY SYSTEMS INC shareholders approved To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2023 at the 2022-10-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-10-26 source text: 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023: For: 52,913,256 Against: 208,986 Abstain: 21,670 Broker Non-Votes: 0 Uncast 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm - Shareholder Votes MERCURY SYSTEMS INC shareholders rejected To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting at the 2022-10-26 meeting. - Outcome: failed - Meeting: 2022-10-26 source text: 5. To consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting: For: 2,255,360 Against: 48,986,666 Abstain: 61,558 Non-Votes: 1,840,328 Uncast 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm - Shareholder Votes MERCURY SYSTEMS INC shareholders approved Election of three Class I 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 at the 2022-10-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-10-26 source text: 1. To elect three Class I 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: Class I Directors: Director Nominee For Withheld Non-Votes Uncast William L. Ballhaus 50,827,294 476,290 1,840,328 0 Lisa S. Disbrow 41,385,448 9,918,136 1,840,328 0 Howard L. Lance 50,022,805 1,280,779 1,840,328 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm - Shareholder Votes MERCURY SYSTEMS INC shareholders rejected To approve, on an advisory basis, the compensation of the Company's named executive officers at the 2022-10-26 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2022-10-26 source text: 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers: For: 9,724,223 Against: 39,364,909 Abstain: 2,214,452 Non-Votes: 1,840,328 Uncast 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm - Shareholder Votes MERCURY SYSTEMS INC shareholders approved To approve the Company's amended and restated 2018 Stock Incentive Plan at the 2022-10-26 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-10-26 source text: 3. To approve the Company’s amended and restated 2018 Stock Incentive Plan: For: 46,442,494 Against: 4,842,675 Abstain: 18,415 Non-Votes: 1,840,328 Uncast 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1049521/000104952122000058/0001049521-22-000058-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.