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): June 4, 2020

PERSPECTA INC.
(Exact name of registrant as specified in its charter)

Nevada 001-38395 82-3141520
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

15052 Conference Center Drive
Chantilly, Virginia 20151
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 571-313-6000

Not Applicable
(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. below):
☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share PRSP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any ne4w or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2020, J. Michael Lawrie notified the board of directors (the “Board”) of Perspecta Inc. (the “Company”) that he has decided to retire from the Board effective as of the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”). Mr. Lawrie’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result, the Board has reduced its size from 11 directors to 10, effective as of the Annual Meeting.

Mr. Lawrie currently serves as Chairman of the Board. As a result of Mr. Lawrie’s decision to retire, the Board has appointed John M. Curtis, the Company’s President and Chief Executive Officer, as Chairman of the Board effective as of the Annual Meeting. Philip O. Nolan will continue to serve as Lead Independent Director following the Annual Meeting, a position he has held since May 2019.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit
99.1



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.

PERSPECTA INC.
Dated: June 10, 2020 By: /s/ James L. Gallagher
Name: James L. Gallagher
Title: General Counsel and Secretary


Exhibit 99.1


Perspecta Board of Directors appoints Mac Curtis as Chairman of the Board

Current Chairman Mike Lawrie to retire in August 2020

Chantilly, VA—June 10, 2020—Perspecta Inc. (NYSE: PRSP), a leading U.S. government services provider, announced today the appointment of Mac Curtis, Perspecta’s president and chief executive officer (CEO), as chairman of its Board of Directors effective August 5, 2020, which is also the date of the 2020 annual meeting of shareholders.

Mike Lawrie, who has served as Perspecta’s chairman since its launch in 2018, announced his retirement from the board effective at the end of his current term on August 5, 2020. Philip Nolan, the current lead independent director, will continue to serve in this role following Lawrie’s retirement.

“As president and CEO of Perspecta, Mac has delivered solid results, making Perspecta a leading U.S. government IT services provider focused on mission-critical outcomes,” said Lawrie. “Mac has led Perspecta for two very successful years, executing a seamless integration of the legacy companies, enhancing Perspecta’s innovative solutions and services and developing a talented workforce. Mac’s deep industry knowledge, executive management skills and strategic and tactical capabilities make him ideally suited to lead Perspecta’s continued growth as chairman.”

“On behalf of Perspecta and the board, I want to thank Mike Lawrie for his leadership and guidance over the past two years,” said Curtis. “Mike’s experience and perspective helped accelerate Perspecta’s integration and growth as a leading U.S. government services provider. I look forward to working with the board as we continue to effectively execute our strategy and grow the business while driving value for employees, customers and shareholders.”

On June 1, 2020, Perspecta celebrated its two year anniversary as an independent, publicly traded company. Curtis has served as president and CEO of Perspecta since its launch in 2018.

About Perspecta Inc.

At Perspecta (NYSE: PRSP), we question, we seek and we solve. Perspecta brings a diverse set of capabilities to our U.S. government customers in defense, intelligence, civilian, health care and state and local markets. Our 270+ issued, licensed and pending patents are more than just pieces of paper, they tell the story of our innovation. With offerings in mission services, digital transformation and enterprise operations, our team of 14,000 engineers, analysts, investigators and architects work tirelessly to not only execute the mission, but build and support the backbone that enables it. Perspecta was formed to take on big challenges. We are an engine for growth and success and we enable our customers to build a better nation. For more information about Perspecta, visit perspecta.com.

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This press release may contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Perspecta and are subject to significant risks and uncertainty. Readers are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Perspecta undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Perspecta believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve a variety of risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements.

Contact:

Lorraine M. Corcoran
Vice President, Corporate Communications
571.313.6054 office
301.529.9429 mobile
lorraine.corcoran@perspecta.com

Michael Pici
Vice President, Investor Relations
571.612.7065 office
michael.pici@perspecta.com