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): November 1, 2016
ManTech International Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-49604 | 22-1852179 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12015 Lee Jackson Highway, Fairfax, VA | 22033 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 218-6000
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2.):
| ☐ | 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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (b), (c) and (e) |
On November 1, 2016, the Board of Directors of ManTech International Corporation (the “ Company ”) appointed Kevin M. Phillips to serve as the Company’s President and Chief Operating Officer, effective November 7, 2016. Mr. Phillips previously served as the Company’s Executive Vice President and Chief Financial Officer. Prior to being named Chief Financial Officer in 2005, Mr. Phillips served as Corporate Vice President and Chief of Staff for the Company, in which capacity he played an active role in the integration of acquisitions and other strategic business issues. Mr. Phillips joined the Company in December 2002, when the Company acquired CTX Corporation, a provider of information technology and software strategies and solutions to the national intelligence community. Mr. Phillips was the chief financial officer for CTX Corporation.
In connection with his appointment as the Company’s President and Chief Operating Officer, Mr. Phillips’ annual base salary was increased by 25% to $900,000, and his target annual cash payment under the Company’s annual incentive compensation program was increased to 85% of his base salary. The Company’s Compensation Committee also approved the grant of a one-time equity award in the amount of 26,788 restricted stock units (RSUs). The grant date of the RSUs was November 7, 2016. Half of the RSUs vest on the fourth anniversary of date of the grant, and the remaining half vest on the fifth anniversary of the date of the grant, subject in each case to the continued employment of Mr. Phillips through the applicable vesting date. Mr. Phillips will also be eligible to continue to participate in the Company’s annual equity grants pursuant to the Company’s long term incentive program and participate in other employee benefit programs and 401(k) plan.
Mr. Phillips will serve as the Company’s President and Chief Operating Officer at the discretion of the Company’s Board of Directors. No family relationship exists between Mr. Phillips and any of the Company’s directors or executive officers. Mr. Phillips is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Also on November 1, 2016, the Board of Directors of the Company appointed Judith L. Bjornaas to serve as the Company’s new Executive Vice President and Chief Financial Officer, effective November 7, 2016. In her role as Executive Vice President and Chief Financial Officer, Ms. Bjornaas will serve as the Company’s principal financial officer and principal accounting officer for the purposes of the Company’s filings with the Securities and Exchange Commission and for all other purposes contemplated thereby. Ms. Bjornaas previously served as the Company’s Senior Vice President of Financial Planning and Analysis and Deputy Chief Financial Officer. Ms. Bjornaas assumed the duties and responsibilities of the Company’s principal accounting officer in August 2012. Prior to joining the Company in 2010, she was the chief financial officer of NCI, Inc., a public company that provides information technology and professional services and solutions to federal government agencies.
In connection with her appointment as the Company’s Executive Vice President and Chief Financial Officer, Ms. Bjornaas’ annual base salary was increased by 23% to $475,000, and her target annual cash payment under the Company’s annual incentive compensation program was kept at 75% of her base salary. Ms. Bjornaas will also be eligible to continue to participate in the Company’s annual equity grants pursuant to the Company’s long term incentive program and participate in other employee benefit programs and 401(k) plan.
Ms. Bjornaas will serve as the Company’s Executive Vice President and Chief Financial Officer at the discretion of the Company’s Board of Directors. No family relationship exists between Ms. Bjornaas and any of the Company’s directors or executive officers. Ms. Bjornaas is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 2, 2016, ManTech issued a press release announcing the promotions of Kevin Phillips and Judith Bjornaas, which release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
|
Description of Exhibit |
|
| 99.1 | ManTech International Corporation press release, dated November 2, 2016, announcing the promotions of Kevin Phillips to President and Chief Operating Officer and Judith Bjornaas to Executive Vice President and Chief Financial Officer. | |
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.
| ManTech International Corporation | ||||||
| Date: November 7, 2016 | By: |
/s/ Michael R. Putnam |
||||
| Michael R. Putnam | ||||||
| Senior Vice President – Corporate & Regulatory Affairs | ||||||
Exhibit 99.1
ManTech Promotes Kevin Phillips to President and Chief Operating Officer and Judith Bjornaas to Chief Financial Officer
HERNDON, Va., November 2, 2016 (GLOBE NEWSWIRE) – ManTech International Corporation (Nasdaq:MANT) announced today that Kevin M. Phillips has been promoted to president and chief operating officer (COO). In this role, Phillips will assume overall responsibility for the general management and control of the company’s operations. ManTech’s Chairman of the Board and Chief Executive Officer George J. Pedersen will continue to spearhead the company’s overall strategy and corporate vision (which includes mergers and acquisitions and company investments), driving corporate governance matters, and leading its board of directors.
Phillips has served as ManTech’s chief financial officer (CFO) since 2005, during which time ManTech has increased its revenue by $570 million or 58%. Prior to CFO, Phillips served as corporate vice president, assistant to the chairman, and chief of staff, positions in which he played an active role in the integration of acquisitions and other strategic business issues.
“I am most pleased that Kevin will serve as our president and COO. This is a natural next step for us as we continue to build and expand our business through organic growth and acquisitions. As CFO, Kevin assumed increasingly greater operational responsibilities over the last few years and became an invaluable member of the senior leadership team in managing the company’s day-to-day affairs. Kevin has proven his mettle, demonstrated exceptional judgment, and earned the deepest respect of both our management team and our board of directors. I have the utmost confidence in Kevin and congratulate him on a well-earned promotion,” said Pedersen.
“I am honored to assume the role of president and COO of ManTech and look forward to working closely with George, our strong leadership team, and our employees to continue ManTech’s growth as a key provider of innovative technologies and solutions to the U.S. government,” remarked Phillips. Under Pedersen‘s leadership, ManTech has grown to $1.6 billion annual revenue and approximately 7,000 employees, with operations in over 20 countries around the world. “Today, ManTech provides cutting edge technologies that help solve some of the biggest national security challenges facing our nation, and I look forward to building upon our success.”
L. William Varner and Dan Keefe, ManTech’s two group presidents, will continue to provide strong leadership and direction in their current roles and will report directly to Phillips.
ManTech also announced that current Senior Vice President and Deputy CFO Judith L. Bjornaas will be promoted to CFO. Bjornaas has over 30 years of experience in defense contracting and previously served as both treasurer and CFO at NCI Information Systems.
Phillips noted, “Judy Bjornaas is ideally qualified for this position. Her progression from deputy CFO to the CFO position is the fitting result of her leadership and accomplishments. ManTech is exceptionally fortunate to have Judy on its senior leadership team as we take our company to the next level.”
“I am very pleased to assume the role of CFO and look forward to the increased responsibility and opportunity to help ManTech grow its business through enhanced solutions and service delivery for our existing and new customers,” said Bjornaas.
About ManTech International Corporation
ManTech provides innovative technologies and solutions for mission-critical national security programs for the intelligence community; the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs and Justice, including the Federal Bureau of Investigation (FBI); the health and space community; and other U.S. government customers. We support important national missions by providing services to approximately 50 federal government agencies under approximately 900 current contracts. ManTech’s expertise includes cybersecurity; software and systems development; enterprise information technology; multi-discipline intelligence; program protection and mission assurance; systems engineering; test and evaluation (T&E); command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR); training; supply chain management and logistics; and management consulting. Additional information on ManTech can be found at www.mantech.com .
ManTech-L
ManTech International Corporation
Lynn Davis, 703-259-3636
lynn.davis@mantech.com