---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-015086"
form_type: "8-K"
ticker: "LDOS"
cik: "0001336920"
company_name: "Leidos Holdings, Inc."
filed_at: "2023-05-03T23:59:59+00:00"
generated_at: "2026-06-16T00:34:07.405984+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Leidos stockholders elect all 12 director nominees, approve say-on-pay, reject shareholder proposals

## Summary
- All 12 director nominees elected; votes ranged from ~99M to ~106M for, with broker non-votes ~8.2M each.
- Advisory say-on-pay approved with ~101.4M for vs ~5.5M against; annual frequency adopted.
- Ratification of Deloitte as auditor approved with ~111.9M for, ~3.6M against.
- Shareholder proposal on political expenditures congruence rejected: ~41.7M for, ~61.1M against.
- Shareholder proposal for independent board chair rejected: ~28.8M for, ~78.1M against.

## SEC filing metadata
- accession: 0001628280-23-015086
- form_type: 8-K
- ticker: LDOS
- cik: 0001336920
- company_name: Leidos Holdings, Inc.
- filed_at: 2023-05-03T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/ldos-20230428.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-015086
- JSON: https://secwatch.observer/filing/0001628280-23-015086.json
- Plain text: https://secwatch.observer/filing/0001628280-23-015086.txt

## Key facts
- Shareholder Votes
  Leidos Holdings, Inc. shareholders approved Frequency of future advisory votes on executive compensation at the 2023-04-28 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The proposal on the frequency of future advisory votes to approve the compensation of the Company's named executive officers received the following votes: For One Year 104,383,618 For Two Years 287,371 For Three Years 2,635,140 Abstentions 265,275 Broker non-votes 8,178,891
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- Shareholder Votes
  Leidos Holdings, Inc. shareholders rejected Stockholder proposal regarding an independent board chair at the 2023-04-28 meeting.
  - Outcome: failed
  - Meeting: 2023-04-28
  source text: The stockholder proposal regarding an independent board chair was not approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- Shareholder Votes
  Leidos Holdings, Inc. shareholders rejected Stockholder proposal regarding a report on political expenditures congruence at the 2023-04-28 meeting.
  - Outcome: failed
  - Meeting: 2023-04-28
  source text: The stockholder proposal regarding a report on political expenditures congruence was not approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- Shareholder Votes
  Leidos Holdings, Inc. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-04-28 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- Shareholder Votes
  Leidos Holdings, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 29, 2023 at the 2023-04-28 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2023, was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm
- Shareholder Votes
  Leidos Holdings, Inc. shareholders approved Election of the nominees for a one-year term to the Company's Board of Directors at the 2023-04-28 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: The nominees for election to the Company's Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March 15, 2023 ("Proxy Statement"), were elected, each for a one-year term, based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336920/000162828023015086/0001628280-23-015086-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.