Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2018




(Exact name of Registrant as Specified in its Charter)




Delaware   1-6961   16-0442930

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


7950 Jones Branch Drive

McLean, Virginia

(Address of Principal Executive Offices)   (Zip Code)

(703) 873-6600

Registrant’s telephone number, including area code

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:


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on April 26, 2018. Shareholders holding 200,134,167 shares of the Company’s common stock, par value $1.00 per share (“Company Common Stock”), or 92.82%, of the 215,619,438 outstanding shares of Company Common Stock as of the record date for the Annual Meeting, were present at the Annual Meeting or were represented by proxy. The Company’s shareholders voted on three matters presented at the meeting, each of which is discussed in more detail in the Company’s definitive proxy statement mailed to its shareholders on or about March 12, 2018, and which received the requisite number of votes to pass. The voting results on the proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results of the proposal to elect eleven nominees to the Board of Directors of the Company to hold office until the Company’s 2019 Annual Meeting of Shareholders were as follows:


     For      Against      Abstain      Broker

Gina L. Bianchini

     186,306,003        905,356        352,115        12,570,693  

Howard D. Elias

     186,030,264        1,202,675        330,535        12,570,693  

Stuart J. Epstein

     186,199,177        1,032,672        331,625        12,570,693  

Lidia Fonseca

     186,150,393        1,087,120        325,961        12,570,693  

David T. Lougee

     186,210,148        1,084,951        268,375        12,570,693  

Scott K. McCune

     186,062,621        1,152,659        348,194        12,570,693  

Henry W. McGee

     186,194,260        1,013,850        355,364        12,570,693  

Susan Ness

     186,304,505        937,343        321,626        12,570,693  

Bruce P. Nolop

     186,002,119        1,205,251        356,104        12,570,693  

Neal Shapiro

     185,769,362        1,475,686        318,426        12,570,693  

Melinda C. Witmer

     186,290,679        963,753        309,042        12,570,693  

Proposal 2

The voting results of the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year were as follows:



   Against    Abstain    Broker Non-Votes  


   3,919,075    176,836      0  

Proposal 3

The voting results of the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers reported in the Company’s 2018 proxy statement were as follows:



   Against    Abstain    Broker Non-Votes  


   11,699,387    795,833      12,570,693  


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.


By:   /s/ Akin S. Harrison
  Akin S. Harrison
  Senior Vice President, Associate General Counsel and Secretary

Date: May 1, 2018