8-K
filed July 7, 2023, 7:59 PM ET
ticker MRCY
CIK 0001049521
other material
confidence high
sentiment neutral
materiality 0.70
Mercury Systems appoints JANA's Scott Ostfeld to Board; Ballhaus becomes Chairman
MERCURY SYSTEMS INC
- Appointed Scott Ostfeld (Managing Partner at JANA Partners, ~8% holder) as Class II director; JANA agreed to vote for Company nominees.
- William Ballhaus, Interim CEO, becomes Chairman; William O'Brien and Mary Louise Krakauer retire from Board at 2023 annual meeting.
- Board reduced by two seats to nine directors; five of nine appointed in past two years.
- Ostfeld to serve on Human Capital/Compensation and M&A/Finance Committees; involved in CEO search.
- JANA granted voting flexibility if ISS or Glass Lewis recommends against stock incentive plan amendment.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barry R. Nearhos was appointed as Lead Independent Director at MERCURY SYSTEMS INC.
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
the Board appointed Barry R. Nearhos as lead independent director of the Board as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Louise Krakauer retired as Director at MERCURY SYSTEMS INC.
- Action
- retired
- Role
- Director
Exact text from the filing
Mary Louise Krakauer informed the Board of her decision to retire from the Board as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Ostfeld was appointed as Director at MERCURY SYSTEMS INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board has agreed to appoint Scott Ostfeld, Managing Partner and Portfolio Manager at JANA Partners, as a director in Class II of the Board for a term expiring at the 2023 Annual Meeting
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William K. O'Brien retired as Director at MERCURY SYSTEMS INC.
- Action
- retired
- Role
- Director
Exact text from the filing
the previously disclosed retirement of William K. O'Brien from the Board immediately prior to the commencement of the 2023 Annual Meeting
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William L. Ballhaus was appointed as Chair of the Board at MERCURY SYSTEMS INC.
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
the Board has appointed William L. Ballhaus as Chair of the Board as of the Effective Time
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MERCURY SYSTEMS INC entered into Voting Agreement with JANA Partners LLC (effective 2023-07-06).
- Action
- entry
- Counterparty
- JANA Partners LLC
- Effective
- 2023-07-06
Exact text from the filing
On July 6, 2023, Mercury Systems, Inc. (the “Company”) entered into a Voting Agreement (the “Agreement”) with JANA Partners LLC (“JANA”).
View on SEC.gov
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